CUSIP No. 404172108
|
Page 2 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Financial Edge Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
WC, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
255,316
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
255,316
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
255,316
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.7%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No. 404172108
|
Page 3 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Financial Edge—Strategic Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
WC, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
93,588
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
93,588
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
93,588
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.3%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No. 404172108
|
Page 4 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Goodbody/PL Capital, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
WC, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
37,847
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
37,847
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
37,847
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.5%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No. 404172108
|
Page 5 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
PL Capital/Focused Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
169,344
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
169,344
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
169,344
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.4%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No. 404172108
|
Page 6 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
PL Capital, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
529,905
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
529,905
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
529,905
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.6%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No. 404172108
|
Page 7 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
PL Capital Advisors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
556,095
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
556,095
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
556,095
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.0%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No. 404172108
|
Page 8 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Goodbody/PL Capital, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
37,847
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
37,847
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
37,847
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.5%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No. 404172108
|
Page 9 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
John W. Palmer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
AF, 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
100
|
8
|
SHARED VOTING POWER
567,752
|
|
9
|
SOLE DISPOSITIVE POWER
100
|
|
10
|
SHARED DISPOSITIVE POWER
567,752
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
567,852
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.1%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No. 404172108
|
Page 10 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Richard J. Lashley
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
AF, 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
500
|
8
|
SHARED VOTING POWER
571,752
|
|
9
|
SOLE DISPOSITIVE POWER
500
|
|
10
|
SHARED DISPOSITIVE POWER
571,752
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
572,252
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.2%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No. 404172108
|
Page 11 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
PL Capital Defined Benefit Pension Plan
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(b) £
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
AF
|
||
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
11,657
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
11,657
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
11,657
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.2%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
EP
|
||
CUSIP No. 404172108
|
Page 12 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Beth R. Lashley
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(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
0
|
8
|
SHARED VOTING POWER
2,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
Less Than 0.1%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No. 404172108
|
Page 13 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Robin Lashley
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
(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
0
|
8
|
SHARED VOTING POWER
2,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
Less Than 0.1%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No. 404172108
|
Page 14 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Kevin V. Schieffer Grantor Retained Annuity Trust, Kevin V. Schieffer Trustee
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
(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
|
|
South Dakota
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
116,365
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
116,365
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
116,365
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No. 404172108
|
Page 15 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
Kevin V. Schieffer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
(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
0
|
8
|
SHARED VOTING POWER
116,365
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
116,365
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
116,365
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No. 404172108
|
Page 16 of 28 Pages
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
|
·
|
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 and beneficiary of the PL Capital Defined Benefit Pension Plan (“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”).
|
CUSIP No. 404172108
|
Page 17 of 28 Pages
|
|
·
|
John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and beneficiaries of the PL Capital Defined Benefit Pension Plan (“PL Capital Pension Plan”).
|
|
·
|
John W. Palmer as an individual.
|
|
·
|
PL Capital Pension Plan, a pension plan for PL Capital and its managing members Messrs. Palmer and Lashley.
|
|
·
|
Richard J. Lashley as an individual and jointly with his spouse, Beth R. Lashley; and as holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister.
|
|
·
|
Beth R. Lashley jointly with her spouse, Richard J. Lashley.
|
|
·
|
Dr. Robin Lashley as an individual.
|
|
(1)
|
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.
|
|
(2)
|
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.
|
|
(3)
|
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP.
|
|
(4)
|
shares of Common Stock held in the name of PL Capital Pension Plan. Messrs. Lashley and Palmer are the beneficiaries of the plan.
|
CUSIP No. 404172108
|
Page 18 of 28 Pages
|
|
(5)
|
Shares of Common Stock held by Mr. Palmer as an individual.
|
|
(6)
|
shares of Common Stock held by Mr. Lashley: (A) as an individual; (B) jointly with Mrs. Lashley; and (C) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley.
|
CUSIP No. 404172108
|
Page 19 of 28 Pages
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
CUSIP No. 404172108
|
Page 20 of 28 Pages
|
Item 4.
|
Purpose of Transaction
|
CUSIP No. 404172108
|
Page 21 of 28 Pages
|
Item 5.
|
Interest in Securities of the Company
|
Date
|
Number of Shares
Purchased
|
Price per Share
|
Total Cost
|
|||||||||
7/8/2011
|
479 | $ | 10.24 | $ | 4,954 | |||||||
7/25/2011
|
1,552 | $ | 10.50 | $ | 16,338 | |||||||
7/28/2011
|
300 | $ | 10.14 | $ | 3,092 | |||||||
7/29/2011
|
2,100 | $ | 10.12 | $ | 21,302 | |||||||
8/1/2011
|
508 | $ | 10.12 | $ | 5,191 | |||||||
8/3/2011
|
3,310 | $ | 10.12 | $ | 33,547 |
Date
|
Number of Shares
Purchased
|
Price per Share
|
Total Cost
|
|||||||||
7/19/2011
|
2,000 | $ | 10.25 | $ | 20,550 |
CUSIP No. 404172108
|
Page 22 of 28 Pages
|
CUSIP No. 404172108
|
Page 23 of 28 Pages
|
Date
|
Number of Shares
Purchased
|
Price per Share
|
Total Cost
|
|||||||||
8/16/2011
|
100 | $ | 9.19 | $ | 919 |
CUSIP No. 404172108
|
Page 24 of 28 Pages
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company
|
CUSIP No. 404172108
|
Page 25 of 28 Pages
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit No.
|
Description
|
|
1
|
Joint Filing Agreement.
|
|
2
|
Standstill Agreement, dated August 26, 2009.*
|
|
3
|
Letter from PL Capital to Board of Directors dated December 1, 2009.*
|
|
4
|
Letter from PL Capital to Board of Directors dated January 8, 2009.*
|
|
5
|
Notice of Intent to Nominate Directors from Richard J. Lashley to Secretary of the Company dated August 17, 2011.
|
|
6
|
Stockholder Demand for Inspection of Stockholder Records from Richard J. Lashley to Secretary of the Company dated August 18, 2011.
|
CUSIP No. 404172108
|
Page 26 of 28 Pages
|
FINANCIAL EDGE FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
FINANCIAL EDGE-STRATEGIC FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL/FOCUSED FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
CUSIP No. 404172108
|
Page 27 of 28 Pages
|
GOODBODY/PL CAPITAL, L.P.
|
|||
By:
|
GOODBODY/PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
GOODBODY/PL CAPITAL, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL ADVISORS, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
CUSIP No. 404172108
|
Page 28 of 28 Pages
|
PL CAPITAL DEFINED BENEFIT PENSION PLAN
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
KEVIN V. SCHIEFFER GRANTOR RETAINED ANNUITY TRUST
|
|||
By:
|
/s/ Kevin V. Schieffer
|
||
Kevin V. Schieffer
|
|||
Trustee
|
By:
|
/s/ John W. Palmer
|
John W. Palmer
|
|
By:
|
/s/ Richard J. Lashley
|
Richard J. Lashley
|
|
By:
|
/s/ Beth R. Lashley
|
Beth R. Lashley
|
|
By:
|
/s/ Robin Lashley
|
Robin Lashley
|
|
By:
|
/s/ Kevin V. Schieffer
|
Kevin V. Schieffer
|
FINANCIAL EDGE FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
FINANCIAL EDGE-STRATEGIC FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL/FOCUSED FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
GOODBODY/PL CAPITAL, L.P.
|
|||
By:
|
GOODBODY/PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
GOODBODY/PL CAPITAL, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL ADVISORS, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
PL CAPITAL DEFINED BENEFIT PENSION PLAN
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
KEVIN V. SCHIEFFER GRANTOR RETAINED ANNUITY TRUST
|
|||
By:
|
/s/ Kevin V. Schieffer
|
||
Kevin V. Schieffer
|
|||
Trustee
|
By:
|
/s/ John W. Palmer
|
John W. Palmer
|
|
By:
|
/s/ Richard J. Lashley
|
Richard J. Lashley
|
|
By:
|
/s/ Beth R. Lashley
|
Beth R. Lashley
|
|
By:
|
/s/ Robin Lashley
|
Robin Lashley
|
|
By:
|
/s/ Kevin V. Schieffer
|
Kevin V. Schieffer
|
Name
|
Age
|
Business Address
|
Residence Address
|
|||
John W. Palmer
|
51
|
PL Capital, LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL 60540
|
4216 Richwood Court
Naperville, IL 60564
|
|||
Kevin V. Schieffer
|
53
|
Schieffer Consulting, Inc.
1601 E. 16th Street
Suite 300
Sioux Falls, SD 57108
|
5704 Prairie View Court
Sioux Falls, SD 57108
|
John W. Palmer:
|
Since January, 1996, Mr. Palmer has been a principal, co-owner and managing member of PL Capital, LLC, and is engaged in the investment management business. PL Capital, LLC is a member of the PL Capital Group. Prior to forming PL Capital, LLC, Mr. Palmer worked at KPMG Peat Marwick from 1983 to 1996. Mr. Palmer is a former Certified Public Accountant (Illinois and Michigan).
|
Kevin V. Schieffer:
|
Since 2008, a self-employed investor. From 1996 to 2008, Mr. Schieffer served as the President and Chief Executive Officer of Cedar American Rail Holdings, Inc. (and Dakota, Minnesota & Eastern Railroad Corporation and Iowa, Chicago & Eastern Railroad Corporation).
|
Name of Nominee
|
Class
|
Amount
|
||
John W. Palmer
|
Common
|
567,852*
|
||
Kevin V. Schieffer
|
Common
|
116,365**
|
*
|
Includes 100 shares owned by Mr. Palmer in street name. The remainder of the above shares are owned beneficially, by virtue of Messrs. Palmer’s membership in the PL Capital Group and the PL Capital Defined Benefit Plan.
|
**
|
All of the above shares are owned beneficially through the Kevin V. Schieffer Grantor Retained Annuity Trust
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/20/2009
|
56,000
|
12/17/2009
|
(100)
|
12/30/2009
|
200
|
12/31/2009
|
200
|
8/31/2010
|
200
|
3/3/2011
|
9,699
|
3/7/2011
|
100
|
3/10/2011
|
794
|
3/11/2011
|
121
|
3/14/2011
|
1,945
|
3/21/2011
|
19
|
3/28/2011
|
200
|
4/15/2011
|
8
|
4/18/2011
|
2,500
|
4/21/2011
|
103
|
4/26/2011
|
5,397
|
4/27/2011
|
9
|
4/28/2011
|
9,000
|
5/2/2011
|
1,590
|
5/3/2011
|
1,500
|
5/4/2011
|
20
|
5/6/2011
|
500
|
5/11/2011
|
3,900
|
5/13/2011
|
300
|
5/17/2011
|
3,000
|
5/18/2011
|
11,280
|
5/19/2011
|
3,000
|
5/20/2011
|
4,618
|
5/26/2011
|
2,000
|
5/27/2011
|
1,500
|
6/1/2011
|
5,890
|
6/8/2011
|
924
|
6/9/2011
|
100
|
6/10/2011
|
100
|
6/14/2011
|
1,500
|
7/8/2011
|
479
|
7/25/2011
|
1,552
|
7/28/2011
|
300
|
7/29/2011
|
2,100
|
8/1/2011
|
508
|
8/3/2011
|
3,310
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/20/2009
|
22,000
|
12/30/2009
|
100
|
12/31/2009
|
100
|
3/1/2010
|
(200)
|
3/2/2010
|
(34,800)
|
4/28/2011
|
1,250
|
5/2/2011
|
1,100
|
5/3/2011
|
300
|
5/6/2011
|
225
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/20/2009
|
22,000
|
12/30/2009
|
100
|
12/31/2009
|
100
|
3/3/2011
|
5,000
|
4/18/2011
|
1,000
|
4/28/2011
|
3,500
|
5/2/2011
|
1,250
|
5/3/2011
|
1,000
|
5/5/2011
|
233
|
5/6/2011
|
200
|
5/17/2011
|
1,500
|
5/19/2011
|
1,521
|
5/26/2011
|
1,065
|
5/27/2011
|
1,646
|
5/31/2011
|
31
|
6/13/2011
|
388
|
6/14/2011
|
1,300
|
6/15/2011
|
2,104
|
7/19/2011
|
2,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/20/2009
|
50,000
|
12/30/2009
|
100
|
12/31/2009
|
200
|
4/18/2011
|
1,000
|
4/28/2011
|
2,343
|
5/2/2011
|
1,250
|
5/3/2011
|
500
|
5/10/2011
|
767
|
5/17/2011
|
1,684
|
5/26/2011
|
1,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
8/16/2011
|
100
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/20/2009
|
2,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
n/a
|
n/a
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
10/2/2009
|
993
|
10/5/2009
|
7
|
11/20/2009
|
1,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
12/1/2009
|
10,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
8/18/2009
|
2,000
|
9/24/2009
|
1,400
|
9/25/2009
|
2,000
|
9/28/2009
|
2,000
|
9/29/2009
|
600
|
9/30/2009
|
900
|
10/7/2009
|
1,500
|
10/8/2009
|
1,500
|
10/19/2009
|
1,000
|
10/22/2009
|
1,000
|
10/28/2009
|
1,500
|
10/29/2009
|
1,000
|
11/2/2009
|
3,000
|
11/6/2009
|
1,000
|
11/10/2009
|
1,000
|
11/12/2009
|
500
|
|
·
|
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”).
|
|
·
|
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”).
|
|
·
|
PL Capital Advisors, LLC, a Delaware limited liability company and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund (“PL Capital Advisors”).
|
|
·
|
Beth R. Lashley jointly with her spouse, Richard J. Lashley.
|
|
·
|
John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and beneficiaries of the PL Capital Defined Benefit Pension Plan (“PL Capital Pension Plan”).
|
|
·
|
PL Capital Pension Plan, a pension plan for PL Capital and its managing members Messrs. Palmer and Lashley.
|
|
·
|
Richard J. Lashley as an individual and jointly with his spouse, Beth R. Lashley; and as holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister.
|
|
·
|
Dr. Robin Lashley as an individual.
|
Very truly yours,
/s/ Richard J. Lashley
Richard J. Lashley
|
Name and Address
|
Shares Held Beneficially
|
Percent of Class
|
Shares Held By
Non-Participant Associates
|
Richard Lashley
2 Trinity Place
Warren, NJ 07059
|
572,252 (1)
|
8.2%
|
0
|
John W. Palmer
4216 Richwood Court
Naperville, IL 60540
|
567,852 (2)
|
8.1%
|
0
|
Kevin V. Schieffer
Grantor Retained Annuity Trust
5704 Prairie View Court
Sioux Falls, SD 57108
|
116,365
|
1.7%
|
0
|
Beth Lashley
2 Trinity Place
Warren, NJ 07059
|
2,000
|
<0.1%
|
0
|
PL Capital, LLC
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
529,905
|
7.6%
|
0
|
PL Capital Advisors, LLC
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
556,095
|
8.0%
|
0
|
Financial Edge Fund, LP
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
255,316
|
3.7%
|
0
|
Financial Edge-Strategic Fund, LP
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
93,588
|
1.3%
|
0
|
PL Capital/Focused Fund, LP
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
169,344
|
2.4%
|
0
|
Goodbody/PL Capital, LLC
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
37,847
|
0.5%
|
0
|
Goodbody/PL Capital, LP
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
37,847
|
0.5%
|
0
|
PL Capital Defined Benefit Pension Plan
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
11,657
|
0.2%
|
0
|
Robin Lashley
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
|
2,000
|
<0.1%
|
0
|
(1)
|
Includes 500 shares held by Mr. Lashley of record and 2,000 shares held jointly with his spouse Beth Lashley in street name.
|
(2)
|
Includes 100 shares held by Mr. Palmer in street name.
|
|
/s/ John W. Palmer
|
|||
|
John W. Palmer
|
|
/s/ Kevin V. Schieffer
|
|||
|
Kevin V. Schieffer |
1.
|
The Candidate is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Candidate, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation in writing, or any Voting Commitment that could limit or interfere with such Candidate’s ability to comply, if elected as a director of the Corporation, with such Candidate’s fiduciary duties under applicable law.
|
2.
|
The Candidate is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company that has not been disclosed herein.
|
3.
|
The Candidate will comply with any stock ownership guidelines that may be in effect for Company directors from time to time.
|
4.
|
In such Candidate’s individual capacity and on behalf of any person or entity on whose behalf the director nomination is being made, the Candidate would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock trading policies and guidelines of the Corporation.
|
5.
|
Any disclosures required to be made pursuant to this Agreement are attached hereto.
|
CANDIDATE:
|
||||
|
/s/ John W Palmer
|
|||
|
Address:
4216 Richwood Ct
Naperville, Il 60564
|
|
(1)
|
directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise you have or share
|
|
(a)
|
voting power, which includes the power to vote, or to direct the voting of, the security; or
|
|
(b)
|
investment power, which includes the power to dispose of, or to direct the disposition of, the security;
|
|
(2)
|
you have the right to acquire beneficial ownership of the security, including but not limited to any right to acquire
|
|
(a)
|
through the exercise of any option, warrant, or right;
|
|
(b)
|
through the conversion of a security;
|
|
(c)
|
pursuant to a power to revoke a trust, discretionary account, or similar arrangement; or
|
|
(d)
|
pursuant to the automatic termination of a trust, discretionary account, or similar arrangement; or
|
|
(3)
|
you can apply income from securities to meet expenses which you otherwise would meet from other sources.
|
Name of beneficial owner and relationship to you
|
Number of shares beneficially owned
|
Nature of beneficial
ownership (give full details)
|
||
PL Capital Group—I am a
Member of the PL Capital Group and a Nominee on their slate of
Directors for the 2011
Annual Meeting of HF Financial
|
572,352
|
See the nomination letter from Richard Lashley and PL Capital’s Schedule 13D filings with the SEC, which are incorporated herein by reference.
|
NOMINEE | ||||
|
/s/ John W Palmer
|
|||
|
Signature
|
John W Palmer
(Print Name and Title)
|
||||
|
|
|||
|
Home Address:
4216 Richwood Ct
Naperville, Il 60564
|
|
(1)
|
directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise you have or share
|
|
(a)
|
voting power, which includes the power to vote, or to direct the voting of, the security; or
|
|
(b)
|
investment power, which includes the power to dispose of, or to direct the disposition of, the security;
|
|
(2)
|
you have the right to acquire beneficial ownership of the security, including but not limited to any right to acquire
|
|
(a)
|
through the exercise of any option, warrant, or right;
|
|
(b)
|
through the conversion of a security;
|
|
(c)
|
pursuant to a power to revoke a trust, discretionary account, or similar arrangement; or
|
|
(d)
|
pursuant to the automatic termination of a trust, discretionary account, or similar arrangement; or
|
|
(3)
|
you can apply income from securities to meet expenses which you otherwise would meet from other sources.
|
NOMINATING STOCKHOLDER
|
||||
|
/s/ Richard J. Lashley
|
|||
|
Richard J. Lashley
|
|||
Address:
2 Trinity Place
Warren, NJ 07059
|
1.
|
The Candidate is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Candidate, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation in writing, or any Voting Commitment that could limit or interfere with such Candidate’s ability to comply, if elected as a director of the Corporation, with such Candidate’s fiduciary duties under applicable law.
|
2.
|
The Candidate is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company that has not been disclosed herein.
|
3.
|
The Candidate will comply with any stock ownership guidelines that may be in effect for Company directors from time to time.
|
4.
|
In such Candidate’s individual capacity and on behalf of any person or entity on whose behalf the director nomination is being made, the Candidate would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock trading policies and guidelines of the Corporation.
|
5.
|
Any disclosures required to be made pursuant to this Agreement are attached hereto.
|
CANDIDATE:
|
||||
|
/s/ Kevin V. Schieffer
|
|||
Address:
|
5704 Prairie View Court
Sioux Falls, SD 57108
|
|
(1)
|
directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise you have or share
|
|
(a)
|
voting power, which includes the power to vote, or to direct the voting of, the security; or
|
|
(b)
|
investment power, which includes the power to dispose of, or to direct the disposition of, the security;
|
|
(2)
|
you have the right to acquire beneficial ownership of the security, including but not limited to any right to acquire
|
|
(a)
|
through the exercise of any option, warrant, or right;
|
|
(b)
|
through the conversion of a security;
|
|
(c)
|
pursuant to a power to revoke a trust, discretionary account, or similar arrangement; or
|
|
(d)
|
pursuant to the automatic termination of a trust, discretionary account, or similar arrangement; or
|
|
(3)
|
you can apply income from securities to meet expenses which you otherwise would meet from other sources.
|
Name of beneficial owner and relationship to you
|
Number of shares beneficially owned
|
Nature of beneficial
ownership (give full details)
|
||
PL Capital Group—I am a
Nominee on their slate of
Directors for the 2011
Annual Meeting of HF Financial
|
572,352
|
See the nomination letter from Richard Lashley and PL Capital’s Form 13D filings with the SEC
|
NOMINEE | ||||
|
/s/ Kevin V Schieffer
|
|||
|
Signature
|
Kevin V Schieffer
|
||||
(Print Name and Title)
|
|
|
|||
|
Home Address:
5704 Prairie View Court
Sioux Falls, SD 57108
|
|
(1)
|
directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise you have or share
|
|
(a)
|
voting power, which includes the power to vote, or to direct the voting of, the security; or
|
|
(b)
|
investment power, which includes the power to dispose of, or to direct the disposition of, the security;
|
|
(2)
|
you have the right to acquire beneficial ownership of the security, including but not limited to any right to acquire
|
|
(a)
|
through the exercise of any option, warrant, or right;
|
|
(b)
|
through the conversion of a security;
|
|
(c)
|
pursuant to a power to revoke a trust, discretionary account, or similar arrangement; or
|
|
(d)
|
pursuant to the automatic termination of a trust, discretionary account, or similar arrangement; or
|
|
(3)
|
you can apply income from securities to meet expenses which you otherwise would meet from other sources.
|
NOMINATING STOCKHOLDER
|
||||
|
/s/ Richard J. Lashley
|
|||
|
By: Richard J. Lashley
Its:
|
|||
Address:
2 Trinity Place
Warren, NJ 07059
|
||||
|
·
|
Law Review, Law & Policy in International Business
|
|
·
|
Phi Beta Kappa
|
|
·
|
University Scholar
|
|
Re:
|
Access to Stockholder List and Demand to Inspect Stockholder Records
|
Very truly yours,
|
|
/s/ Richard J. Lashley
|
|
Richard J. Lashley
|
STATE OF NEW YORK
|
)
|
) ss.
|
|
COUNTY OF WARREN
|
)
|
/s/ Richard J. Lashley
|
||
Richard J. Lashley
|
/s/ Catherine M Persons
|
Notary Public
|
STATE OF NEW YORK
|
)
|
) ss.
|
|
COUNTY OF WARREN
|
)
|
/s/ Richard J. Lashley
|
||
Richard J. Lashley
|
/s/ Catherine M Persons
|
Notary Public
|
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