UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

 

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

ý Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 40424G108

13G

 

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HMN Financial, Inc.

1016 Civic Center Drive N.W.

Rochester, MN 55901

This Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons")*:

(i)	EJF Capital LLC;
(ii)	Emanuel J. Friedman;
(iii)	EJF Financial Services Fund, LP; and
(iv)	EJF Financial Services GP, LLC.

 

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

EJF Capital LLC

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

Emanuel J. Friedman

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

EJF Financial Services Fund, LP

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

EJF Financial Services GP, LLC

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

See Item 4 of the attached cover pages.

 

Common Stock, $0.01 par value ("Common Stock")

40424G108

Not Applicable.

 

(a)	Amount beneficially owned:
	See Item 9 of the attached cover pages.
(b)	Percent of class:
	See Item 11 of the attached cover pages.
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote:
		See Item 5 of the attached cover pages.
	(ii)	Shared power to vote or to direct the vote:
		See Item 6 of the attached cover pages.
	(iii)	Sole power to dispose or to direct the disposition:
		See Item 7 of the attached cover pages.
	(iv)	Shared power to dispose or to direct the disposition:
		See Item 8 of the attached cover pages.

 

EJF Financial Services Fund, LP is the record owner of warrants that are convertible, within 60 days, into the number of shares of Common Stock shown on item 9 of its cover page (the "Warrant Shares").

EJF Financial Services GP, LLC serves as the general partner of EJF Financial Services Fund, LP and may be deemed to share beneficial ownership of the Warrant Shares over which EJF Financial Services Fund, LP is the record owner.

EJF Capital LLC is the sole member of EJF Financial Services GP, LLC, and may be deemed to share beneficial ownership of the Warrant Shares over which EJF Financial Services GP, LLC may share beneficial ownership.  Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the Warrant Shares over which EJF Capital LLC may share beneficial ownership.

Not Applicable.

Not Applicable.

 

Not Applicable.

The filing persons may be deemed to be members of a group.

Not Applicable.

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.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  August 18, 2015

	EJF CAPITAL LLC
	By:	/s/ Neal J. Wilson
		Name:	Neal J. Wilson
		Title:	Chief Operating Officer

 

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EXHIBIT A

The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Financial Services Fund, LP, a Delaware limited partnership, and EJF Financial Services GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:  August 18, 2015