CUSIP No. 75902K106
|
Page 2 of 13 Pages
|
|||||
1
|
NAME OF REPORTING PERSON
Basswood Capital Management, L.L.C.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
AF
|
|||||
5
|
CHECK 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
1,074,464 (see Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
1,074,464 (see Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,074,464 (see Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.21%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
CUSIP No. 75902K106
|
Page 3 of 13 Pages
|
||||||
1
|
NAME OF REPORTING PERSON
Basswood Partners, L.L.C.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS
AF
|
||||||
5
|
CHECK 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
288,622 (see Item 5)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
288,622 (see Item 5)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,622 (see Item 5)
|
||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.01%
|
||||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 75902K106
|
Page 4 of 13 Pages
|
||||||
1
|
NAME OF REPORTING PERSON
Basswood Financial Fund, LP
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS
WC
|
||||||
5
|
CHECK 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
71,356 (see Item 5)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
71,356 (see Item 5)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,356 (see Item 5)
|
||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.74%
|
||||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 75902K106
|
Page 5 of 13 Pages
|
||||||
1
|
NAME OF REPORTING PERSON
Basswood Financial Long Only Fund, LP
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS
WC
|
||||||
5
|
CHECK 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
33,880 (see Item 5)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
33,880 (see Item 5)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,880 (see Item 5)
|
||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.35%
|
||||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 75902K106
|
Page 6 of 13 Pages
|
||||||
1
|
NAME OF REPORTING PERSON
Basswood Opportunity Partners, LP
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS
WC
|
||||||
5
|
CHECK 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
183,386 (see Item 5)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
183,386 (see Item 5)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,386 (see Item 5)
|
||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.91%
|
||||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 75902K106
|
Page 7 of 13 Pages
|
||||||
1
|
NAME OF REPORTING PERSON
Basswood Opportunity Fund, Inc.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS
WC
|
||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | |||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||||
8
|
SHARED VOTING POWER
3,288 (see Item 5)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
3,288 (see Item 5)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,288 (see Item 5)
|
||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | |||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
|
||||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. 75902K106
|
Page 8 of 13 Pages
|
|||||
1
|
NAME OF REPORTING PERSON
Jonathan D. Brown
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
AF
|
|||||
5
|
CHECK 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
17,789
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
17,789
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,789 (see Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.19%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 75902K106
|
Page 9 of 13 Pages
|
|||||
1
|
NAME OF REPORTING PERSON
Matthew Lindenbaum
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
AF
|
|||||
5
|
CHECK 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
0
|
||||
8
|
SHARED VOTING POWER
1,074,464 (see Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
1,074,464 (see Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,074,464 (see Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.21%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN/HC
|
CUSIP No. 75902K106
|
Page 10 of 13 Pages
|
|||||
1
|
NAME OF REPORTING PERSON
Bennett Lindenbaum
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
AF
|
|||||
5
|
CHECK 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
0
|
||||
8
|
SHARED VOTING POWER
1,074,464 (see Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
1,074,464 (see Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,074,464 (see Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.21%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN/HC
|
(a) |
This Schedule 13D is being filed on behalf of:
|
(i) |
Basswood Capital Management, L.L.C. (the “Management Company”) and Basswood Partners, L.L.C. (“Basswood Partners”), each a Delaware limited liability company;
|
(ii) |
Basswood Financial Fund, LP, Basswood Financial Long Only Fund, LP, Basswood Opportunity Partners, LP, each a Delaware limited partnership, and Basswood Opportunity Fund, Inc., a Cayman Islands corporation (collectively, the “Funds”);
and
|
(iii) |
Jonathan D. Brown, Matthew Lindenbaum and Bennett Lindenbaum.
|
Dated: August 16, 2022 |
BASSWOOD CAPITAL MANAGEMENT, L.L.C..
|
Dated: August 16, 2022 |
BASSWOOD PARTNERS, L.L.C.
|
Dated: August 16, 2022 |
BASSWOOD FINANCIAL FUND, LP
|
Dated: August 16, 2022 |
BASSWOOD FINANCIAL LONG ONLY FUND, LP
|
Dated: August 16, 2022 |
BASSWOOD OPPORTUNITY PARTNERS, LP
|
Dated: August 16, 2022 |
BASSWOOD OPPORTUNITY FUND, INC.
|
Fund
|
Trade Date
|
Shares Purchased (Sold)
|
Price
|
Basswood Managed Account
|
08/09/22
|
(638)
|
$37.91
|
Basswood Managed Account
|
08/09/22
|
(404)
|
$37.91
|
Basswood Managed Account
|
08/09/22
|
(4,000)
|
$37.91
|
Basswood Managed Account
|
08/09/22
|
(958)
|
$37.91
|
Basswood Managed Account
|
08/10/22
|
(3,349)
|
$38.62
|
Basswood Managed Account
|
08/10/22
|
(2,124)
|
$38.62
|
Basswood Managed Account
|
08/10/22
|
(21,000)
|
$38.62
|
Basswood Managed Account
|
08/10/22
|
(5,027)
|
$38.62
|
Basswood Managed Account
|
08/11/22
|
(1,345)
|
$38.61
|
Basswood Managed Account
|
08/11/22
|
(853)
|
$38.61
|
Basswood Managed Account
|
08/11/22
|
(8,435)
|
$38.61
|
Basswood Managed Account
|
08/11/22
|
(2,019)
|
$38.61
|
Basswood Managed Account
|
08/12/22
|
(2,126)
|
$38.52
|
Basswood Managed Account
|
08/12/22
|
(1,348)
|
$38.52
|
Basswood Managed Account
|
08/12/22
|
(13,334)
|
$38.52
|
Basswood Managed Account
|
08/12/22
|
(3,192)
|
$38.52
|
Basswood Managed Account
|
08/15/22
|
(2,126)
|
$38.66
|
Basswood Managed Account
|
08/15/22
|
(1,349)
|
$38.66
|
Basswood Managed Account
|
08/15/22
|
(13,333)
|
$38.66
|
Basswood Managed Account
|
08/15/22
|
(3,192)
|
$38.66
|
Dated: August 16, 2022 |
BASSWOOD CAPITAL MANAGEMENT, L.L.C..
|
Dated: August 16, 2022 |
BASSWOOD PARTNERS, L.L.C.
|
Dated: August 16, 2022 |
BASSWOOD FINANCIAL FUND, LP
|
Dated: August 16, 2022 |
BASSWOOD FINANCIAL LONG ONLY FUND, LP
|
Dated: August 16, 2022 |
BASSWOOD OPPORTUNITY PARTNERS, LP
|
Dated: August 16, 2022 |
BASSWOOD OPPORTUNITY FUND, INC.
|