|
¨
|
Rule 13d-1(b)
|
|
x
|
Rule 13d-1(c)
|
|
¨
|
Rule 13d-1(d)
|
CUSIP No. 336312202
|
13G
|
Page 2 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
GF Financial II, LLC(1)
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(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
6,080,000
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
6,080,000
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,080,000
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
|
||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP NO. 336312202
|
13G
|
Page 3 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Diaco Investments, L.P.(1)
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(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
6,080,000
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
6,080,000
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,080,000
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
|
||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 336312202
|
13G
|
Page 4 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Siget LLC(1)
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(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
6,080,000
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
6,080,000
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,080,000
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
|
||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 336312202
|
13G
|
Page 5 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Simon Glick(1)
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
6,080,000
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
6,080,000
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,080,000
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
|
||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 336312202
|
13G
|
Page 6 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Seymour Pluchenik(1)
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
6,080,000
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
6,080,000
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,080,000
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
|
||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 336312202
|
13G
|
Page 7 of 11 Pages
|
|
Item 1.
|
(a)
|
Name of Issuer
|
|
First Security Group, Inc.
|
||
(b)
|
Address of Issuer’s Principal Executive Offices
|
|
531 Broad Street, Chattanooga, Tennessee 37402
|
|
Item 2.
|
(a)
|
Name of Person Filing
|
|
This statement is jointly filed by GF Financial II, a Delaware limited liability company (“GFF II”), Diaco Investments, L.P., a Delaware limited partnership and 100% owner of GFF II (“Diaco”), Siget, LLC, a Delaware limited liability company and general partner of Diaco (“Siget”), Mr. Simon Glick, a managing member of Siget and Mr. Seymour Pluchenik, a managing member of Siget. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”.
|
||
(b)
|
Address of Principal Business Office or, if none, Residence
|
|
The address of the business office of each of the Reporting Persons is 810 Seventh Avenue, 28th Floor, New York, New York 10019.
|
||
(c)
|
Citizenship
|
|
GFF II, Diaco and Siget are organized under the laws of the State of Delaware. Each of Messrs. Glick and Pluchenik is a citizen of the United States of America.
|
||
(d)
|
Title of Class of Securities
|
|
Common Stock, Par Value $0.01
|
||
(e)
|
CUSIP Number
|
|
336312202
|
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
¨
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(j);
|
|
(k)
|
¨
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
CUSIP No. 336312202
|
13G
|
Page 8 of 11 Pages
|
|
Item 4.
|
Ownership
|
(a)
|
Amount beneficially owned
|
||
6,080,000
|
|||
(b)
|
Percent of class
|
||
9.7%
|
|||
(c)
|
Number of shares as to which the person has:
|
||
(i)
|
Sole power to vote or to direct the vote
|
||
0
|
|||
(ii)
|
Shared power to vote or to direct the vote
|
||
6,080,000
|
|||
(iii)
|
Sole power to dispose or to direct the disposition of
|
||
0
|
|||
(iv)
|
Shared power to dispose or to direct the disposition of
|
||
6,080,000
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
CUSIP No. 336312202
|
13G
|
Page 9 of 11 Pages
|
Item 10.
|
Certification.
|
GF FINANCIAL II, LLC
|
|||
By:
|
Diaco Investments, L.P., a Delaware limited partnership and managing member of GF Financial II, LLC
|
||
By:
|
Siget LLC, a Delaware limited liability company and general partner of Diaco Investments, L.P.
|
||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
DIACO INVESTMENTS, L.P.
|
|||
By:
|
Siget LLC, a Delaware limited liability company and general partner of Diaco Investments, L.P.
|
||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
SIGET LLC
|
|||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
SIMON GLICK
|
|
/s/ Simon Glick
|
SEYMOUR PLUCHENIK
|
|
/s/ Seymour Pluchenik
|
CUSIP No. 336312202
|
13G
|
Page 10 of 11 Pages
|
Exhibit 1
|
Joint Filing Agreement, dated as of April 16, 2013, by and among GF Financial II, LLC, Diaco Investments, L.P., Siget LLC, Simon Glick and Seymour Pluchenik
|
CUSIP No. 336312202
|
13G
|
Page 11 of 11 Pages
|
GF FINANCIAL II, LLC
|
|||
By:
|
Diaco Investments, L.P., a Delaware limited partnership and managing member of GF Financial II, LLC
|
||
By:
|
Siget LLC, a Delaware limited liability company and general partner of Diaco Investments, L.P.
|
||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
DIACO INVESTMENTS, L.P.
|
|||
By:
|
Siget LLC, a Delaware limited liability company and general partner of Diaco Investments, L.P.
|
||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
SIGET LLC
|
|||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
SIMON GLICK
|
|
/s/ Simon Glick
|
SEYMOUR PLUCHENIK
|
|
/s/ Seymour Pluchenik
|