09/09/2024 | Press release | Distributed by Public on 09/09/2024 14:20
Phillip M. Goldberg
Foley & Lardner LLP 321 North Clark Street
Suite 2800
Chicago, IL 60654-5313
(312) 832-4549
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Peter D. Fetzer
Foley & Lardner LLP 777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202-5306
(414) 297-5596
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1
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NAME OF REPORTING PERSON
PL Capital Advisors, LLC
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
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||
4
|
SOURCE OF FUNDS
WC
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||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
354,822
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
354,822
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,822
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
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||
14
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TYPE OF REPORTING PERSON
IA
|
1
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NAME OF REPORTING PERSON
John W. Palmer
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)☒
(b)☐
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
470
|
|
8
|
SHARED VOTING POWER
354,822
|
||
9
|
SOLE DISPOSITIVE POWER
470
|
||
10
|
SHARED DISPOSITIVE POWER
354,822
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,292
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
14
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TYPE OF REPORTING PERSON
IN
|
1
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NAME OF REPORTING PERSON
Richard J. Lashley
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
354,822
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
354,822
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,822
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
||
14
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TYPE OF REPORTING PERSON
IN
|
1
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NAME OF REPORTING PERSON
Martin P. Alwin
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
☐ | |
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,000
|
|
8
|
SHARED VOTING POWER
0
|
||
9
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SOLE DISPOSITIVE POWER
1,000
|
||
10
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SHARED DISPOSITIVE POWER
0
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
|
|
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
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14
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TYPE OF REPORTING PERSON
IN
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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(a) |
This amended Schedule 13D is being filed jointly by (1) PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the Investment Advisers Act of 1940 ("PL Capital Advisors"); (2) Richard J. Lashley, a managing member of PL Capital Advisors; (3) John W. Palmer, a managing member of PL Capital Advisors (PL Capital Advisors, Mr. Lashley, and Mr. Palmer, collectively, the "PL Reporting Persons"); and (4) Martin P. Alwin, as these parties may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of their relationships to one another and to the Company. The joint filing agreement of the PL Reporting Persons and Mr. Alwin is attached as Exhibit 99.1 to this Amendment No. 1 to the Schedule 13D.
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(b) |
The principal business address of the PL Reporting Persons and Mr. Alwin is 750 Eleventh Street South, Suite 202, Naples, FL 34102.
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(c)
(d)-(e) |
The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (collectively, the "Clients"). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. PL Capital Advisors has sole voting and dispositive power over the Common Stock held by the Clients, which is deemed shared with the two Managing Members of PL Capital Advisors, and the Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days. The principal business of Mr. Alwin is serving as a Senior Analyst for PL Capital Advisors.
During the last five years, none of the PL Reporting Persons nor Mr. Alwin (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws.
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(f) |
Richard Lashley, John Palmer and Martin Alwin are citizens of the United States.
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Company
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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Item 7. |
Material to be Filed as Exhibits
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement - Filed Herewith
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PL CAPITAL ADVISORS, LLC
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By:/s/ John W. Palmer/s/ Richard J. Lashley
John W. PalmerRichard J. Lashley
Managing MemberManaging Member
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By:/s/ John W. Palmer
John W. Palmer
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By:/s/ Richard J. Lashley
Richard J. Lashley
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By:/s/ Martin P. Alwin
Martin P. Alwin
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