UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MEDALLION FINANCIAL CORP.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
583928106
(CUSIP Number)
Geoffrey Neal
Kutak Rock LLP
124 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201
(501) 975-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 6, 2019
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
| * | 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 on 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.
| CUSIP No. | 583928106 |
| 1 | NAME OF REPORTING PERSONS
Key Colony Fund, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (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
1,563,028 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,563,028 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,563,028 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. | 583928106 |
| 1 | NAME OF REPORTING PERSON
Key Colony Management, LLC | |||||
| 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
Arkansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
1,563,028 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,563,028 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,563,028 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. | 583928106 |
| 1 | NAME OF REPORTING PERSONS
Alex Lieblong | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (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
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
1,563,028 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,563,028 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,563,028 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
SCHEDULE 13D/A
Explanatory Note: This Amendment No. 1 amends, as described below, the Schedule 13D filed with the Securities and Exchange Commission on June 6, 2018 (the “Original Schedule 13D”), by Key Colony Fund L.P., a Delaware limited partnership (“Key Colony Fund”), Key Colony Management, LLC, an Arkansas limited liability company and the general partner of Key Colony Fund (“Key Colony Management”), and Alex R. Lieblong, a United States citizen, the managing member of Key Colony Management (each a “Reporting Person” and together the “Reporting Persons”). All terms not defined herein shall have the meanings set forth in the Original Schedule 13D
Item 1. Security and Issuer
There have been no material changes to the information previously reported in Item 1 of the Original Schedule 13D with respect to the Company or the Common Stock.
Item 2. Identity and Background
There have been no material changes to the information previously reported in Item 2 of the Original Schedule 13D with respect to the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
“Item 3. Source and Amount of Funds and Other Consideration” of the Original Schedule 13D is hereby amended and supplemented by adding the following:
Since the date of the Original Schedule 13D, the Reporting Persons have acquired 276,668 shares of the Common Stock (net of dispositions). The source of funds used for the purchases of such shares of Common Stock held by Key Colony Fund was the available working capital funds of Key Colony Fund. The aggregate funds used by Key Colony Fund to make such purchases were $1,761,289 (net of dispositions), including commissions.
Item 4. Purpose of Transaction
There have been no material changes to the information previously reported in Item 4 of the Original Schedule 13D with respect to the purpose of the transaction.
Item 5. Interest in Securities of the Issuer
The second sentence of the second paragraph of section (a) of “Item 5. Interest in Securities of the Issuer” of the Original Schedule 13D is hereby amended and restated as follows:
The Reporting Persons collectively own an aggregate of 1,563,028 shares of Common Stock.
The last sentence of section (b) of “Item 5. Interest in Securities of the Issuer” of the Original Schedule 13D is hereby amended and restated as follows:
All percentages set forth in this statement are based on 24,433,178 outstanding shares of Common Stock reported in the Issuer’s Form 10-K for the year ended December 31, 2018.
Section (c) of “Item 5. Interest in Securities of the Issuer” of the Original Schedule 13D is hereby amended and restated as follows:
(c) Transactions by the Reporting Persons in shares of Common Stock of the Issuer in the last sixty days are as follows:
| Transaction Date |
Shares Disposed |
Shares Acquired |
Price Per Share ($) |
Description of Transaction | ||||||||||
| 02/12/2019 |
0 | 25,464 | 5.49540000 | Open Market Purchase | ||||||||||
| 02/13/2019 |
0 | 4,175 | 5.56080000 | Open Market Purchase | ||||||||||
| 02/14/2019 |
0 | 4,000 | 5.62890000 | Open Market Purchase | ||||||||||
| 02/15/2019 |
0 | 15,000 | 5.63070000 | Open Market Purchase | ||||||||||
| 02/19/2019 |
0 | 820 | 5.68000000 | Open Market Purchase | ||||||||||
| 02/20/2019 |
0 | 2,000 | 5.85000000 | Open Market Purchase | ||||||||||
| 02/21/2019 |
0 | 2,000 | 5.95000000 | Open Market Purchase | ||||||||||
| 02/28/2019 |
0 | 9,000 | 6.97000000 | Open Market Purchase | ||||||||||
| 03/05/2019 |
0 | 16,000 | 7.03310000 | Open Market Purchase | ||||||||||
| 03/06/2019 |
0 | 40,000 | 6.97420000 | Open Market Purchase | ||||||||||
| 03/07/2019 |
0 | 3,000 | 6.85000000 | Open Market Purchase | ||||||||||
| 03/08/2019 |
0 | 10,000 | 6.64200000 | Open Market Purchase | ||||||||||
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
There have been no material changes to the information previously reported in Item 6 of the Original Schedule 13D.
Item 7. Material to be Filed as Exhibits
There have been no material changes to the information previously reported in Item 7 of the Original Schedule 13D.
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: April 1, 2019
| KEY COLONY FUND, L.P. | ||||
| By: | Key Colony Management, LLC, its general partner | |||
| By: | /s/ Alex R. Lieblong | |||
| Name: | Alex R. Lieblong | |||
| Title: | Managing Member | |||
| KEY COLONY MANAGEMENT, LLC | ||
| By: | /s/ Alex R. Lieblong | |
| Name: | Alex R. Lieblong | |
| Title: | Managing Member | |
| /s/ Alex R. Lieblong |
| Alex R. Lieblong |
EXHIBIT A
AGREEMENT AS TO JOINT FILING
Pursuant to Regulation Section 240.13d-1(k)(1)(iii), the undersigned acknowledge and agree that the attached Schedule 13D/A relating to Medallion Financial Corp. is being filed on behalf of each of the undersigned.
Dated: April 1, 2019
| KEY COLONY FUND, L.P. | ||||
| By: | Key Colony Management, LLC, its general partner | |||
| By: | /s/ Alex R. Lieblong | |||
| Name: | Alex R. Lieblong | |||
| Title: | Managing Member | |||
| KEY COLONY MANAGEMENT, LLC | ||
| By: | /s/ Alex R. Lieblong | |
| Name: | Alex R. Lieblong | |
| Title: | Managing Member | |
| /s/ Alex R. Lieblong |
| Alex R. Lieblong |