|
1
|
NAME OF REPORTING PERSONS
Financial Edge Fund, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
426,334
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
426,334
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426,334
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|||
|
1
|
NAME OF REPORTING PERSONS
Financial Edge—Strategic Fund, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
192,672
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
192,672
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,672
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|||
|
1
|
NAME OF REPORTING PERSONS
Goodbody/PL Capital, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
157,177
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
157,177
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,177
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|||
|
1
|
NAME OF REPORTING PERSONS
PL Capital/Focused Fund, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
61,694
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
61,694
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,694
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|||
|
1
|
NAME OF REPORTING PERSONS
PL Capital, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
680,700
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
680,700
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
680,700
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|||
|
1
|
NAME OF REPORTING PERSONS
PL Capital Advisors, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
837,877
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
837,877
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
837,877
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|||
|
1
|
NAME OF REPORTING PERSONS
Goodbody/PL Capital, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
157,177
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
157,177
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,177
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|||
|
1
|
NAME OF REPORTING PERSONS
John W. Palmer
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,500
|
||
|
6
|
SHARED VOTING POWER
837,877
|
|||
|
7
|
SOLE DISPOSITIVE POWER
3,500
|
|||
|
8
|
SHARED DISPOSITIVE POWER
837,877
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,377
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|||
|
1
|
NAME OF REPORTING PERSONS
Richard J. Lashley
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) S
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,500
|
||
|
6
|
SHARED VOTING POWER
837,877
|
|||
|
7
|
SOLE DISPOSITIVE POWER
1,500
|
|||
|
8
|
SHARED DISPOSITIVE POWER
837,877
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
839,377
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|||
|
Item 1(a).
|
Name of Issuer:
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
Item 2(a).
|
Name of Persons Filing:
|
|
|
The parties identified in the list below constitute the “PL Capital Group.”
|
|
●
|
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”).
|
|
●
|
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”).
|
|
●
|
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).
|
|
●
|
PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund (“PL Capital”).
|
|
●
|
PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”).
|
|
●
|
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).
|
|
●
|
Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).
|
|
●
|
John W. Palmer, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual, including shares held in his IRA.
|
|
●
|
Richard J. Lashley, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual, including shares held in his IRA.
|
|
|
The joint filing agreement of the PL Capital Group is attached as Exhibit 1 to the initial Schedule 13G filed on May 16, 2014.
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
|
|
The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 47 East Chicago Avenue, Suite 336, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments. PL Capital Pension Plan is a pension plan.
|
|
Item 2(c).
|
Citizenship:
|
|
|
All of the individuals who are members of the PL Capital Group are citizens of the United States.
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
Item 2(e).
|
CUSIP Number:
|
|
Item 3.
|
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
N/A
|
|
|
The following list sets forth the aggregate number and percentage (based on 20,023,376 shares of Common Stock outstanding as of October 26, 2015 as reported in the Issuer’s 10-Q, as filed on October 30, 2015) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2(a):
|
|
Name
|
Shares of Common Stock
Beneficially Owned (Shared Voting and Investment Power for all Shares, except where individual ownership noted)
|
Percentage of Shares of Common Stock Beneficially Owned
|
|
Financial Edge Fund
|
426,334
|
2.1%
|
|
Financial Edge Strategic
|
192,672
|
1.0%
|
|
Focused Fund
|
61,694
|
0.3%
|
|
PL Capital
|
680,700
|
3.4%
(indirect beneficial ownership as general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund)
|
|
PL Capital Advisors
|
837,877
|
4.2%
(indirect beneficial ownership as investment adviser to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP)
|
|
Goodbody/PL LP
|
157,177
|
0.8%
|
|
Goodbody/PL LLC
|
157,177
|
0.8%
(indirect beneficial ownership as general partner of Goodbody/PL LP)
|
|
John W. Palmer
|
841,377
|
4.2%
(indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors, Goodbody/PL LLC; individual direct beneficial ownership of 3,500 shares)
|
|
Richard J. Lashley
|
839,377
|
4.2%
(indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors, Goodbody/PL LLC; individual direct beneficial ownership of 1,500 shares)
|
|
|
PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.
|
|
|
Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.
|
|
|
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.
|
|
|
|
|
This statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities. In addition, the PL Capital LLC Defined Benefit Plan was terminated prior to the filing of this report, and its shares were transferred to Mr. Lashley and Mr. Palmer. T
|
|
|
N/A
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
|
|
N/A
|
|
|
See Item 2(a) above.
|
|
|
N/A
|
|
Item 10.
|
Certification:
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
|
|
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
PL CAPITAL, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
By: /s/ John W. Palmer
John W. Palmer
|
|
By: /s/ Richard J. Lashley
Richard J. Lashley
|