SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Friedman Martin S.

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/17/2020 07/21/2020 S 14,028 D $4.85 2,238,034 I See Footnote(1)(2)(3)(4)
Common Stock 07/20/2020 07/22/2020 S 15,972 D $4.75 2,222,062 I See Footnote(1)(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Martin S. Friedman (the "Reporting Person") is the managing member of FJ Capital Management LLC ("FJ Capital"), which is the managing member and investment adviser to Financial Opportunity Fund LLC ("FOF"), Financial Opportunity Long/Short Fund LLC ("FLS"), an investment adviser to a separately managed account ("SMA) and a sub-investment advisor to Bridge Equities XI, LLC ("BEXI"), each of which beneficially owns shares of the common stock of the issuer (the "Shares"). As a consequence of a stock repurchase by the issuer, FOF, FLS, the SMA and BEXI, in the aggregate, beneficially became owners of 10% or more of the Shares.
2. Therefore, (a) on behalf of FOF, FLS, FJ Capital sold 25,096 Shares, (b) on behalf of the SMA, FJ Capital sold 1,707 Shares, and (c) on behalf of BEXI, FJ Capital sold 3,197 Shares (collectively, the "Disposed Shares") in order to reduce the aggregate beneficial ownership of the Shares by FOF, FLS, the SMA and BEXI to less than 10% of the issued and outstanding Shares.
3. The sale by FJ Capital on behalf of FOF, FLS, the SMA, and BEXI of the Disposed Shares was necessitated solely for the purpose of reducing the aggregate amount of the Shares controlled FOF, FLS, the SMA, and BEXI as a consequence of the stock repurchase by the issuer in order to avoid FOF, FLS, the SMA, and BEXI being deemed to be bank holding companies pursuant to the Bank Holding Company Act of 1956, as amended, and the rules promulgated pursuant thereto by the Board of Governors of the Federal Reserve System.
4. Martin S. Friedman, in his capacity as Managing Member of FJ Capital, has voting and dispositive power over the Shares held by FOF, FLS, the SMA, and BEXI. The Reporting Person disclaims beneficial ownership of the securities referred to in this Form 4 except to the extent of the Reporting Person's pecuniary interest in such securities, and the filing of this Form 4 shall not be construed as an admission that the Reporting Person is, for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.
Martin S. Friedman 07/21/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.