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
888,852 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
888,852 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,852 (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)
9.27%
|
||||
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
290,069 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
290,069 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,069 (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)
3.03%
|
||||
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
72,575 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
72,575 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,575 (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)
0.76%
|
||||
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
34,108 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
34,108 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,108 (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)
0.36%
|
||||
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
3,788 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
3,788 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,788 (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)
0.04%
|
||||
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
888,852 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
888,852 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,852 (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)
9.27%
|
||||
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
888,852 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
888,852 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,852 (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)
9.27%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN/HC
|
Item 4. |
Purpose of Transaction.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Dated: November 29, 2022
|
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
|
|
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD PARTNERS, L.L.C.
|
|
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD FINANCIAL FUND, LP
|
|
By: Basswood Capital Management, L.L.C.
|
||
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD FINANCIAL LONG ONLY FUND, LP
|
|
By: Basswood Capital Management, L.L.C.
|
||
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD OPPORTUNITY PARTNERS, LP
|
|
By: Basswood Capital Management, L.L.C.
|
||
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD OPPORTUNITY FUND, INC.
|
|
By: Basswood Capital Management, L.L.C.
|
||
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
/s/ Jonathan D. Brown
|
|
Jonathan D. Brown
|
||
Dated: November 29, 2022
|
/s/ Matthew Lindenbaum
|
|
Matthew Lindenbaum
|
||
Dated: November 29, 2022
|
/s/ Bennett Lindenbaum
|
|
Bennett Lindenbaum
|
Fund
|
Trade Date
|
Shares Purchased (Sold)
|
Price
|
Basswood Managed Account
|
11/08/22
|
(4,189)
|
$28.75
|
Basswood Managed Account
|
11/08/22
|
(15,236)
|
$28.75
|
Basswood Managed Account
|
11/08/22
|
(805)
|
$28.75
|
Basswood Managed Account
|
11/08/22
|
(8,905)
|
$28.75
|
Basswood Managed Account
|
11/10/22
|
(862)
|
$32.02
|
Basswood Managed Account
|
11/10/22
|
(3,138)
|
$32.02
|
Basswood Managed Account
|
11/10/22
|
(166)
|
$32.02
|
Basswood Managed Account
|
11/10/22
|
(1,834)
|
$32.02
|
Basswood Managed Account
|
11/11/22
|
(1,606)
|
$31.63
|
Basswood Managed Account
|
11/11/22
|
(5,843)
|
$31.63
|
Basswood Managed Account
|
11/11/22
|
(309)
|
$31.63
|
Basswood Managed Account
|
11/11/22
|
(3,414)
|
$31.63
|
Basswood Managed Account
|
11/14/22
|
(751)
|
$31.00
|
Basswood Managed Account
|
11/14/22
|
(2,729)
|
$31.00
|
Basswood Managed Account
|
11/14/22
|
(144)
|
$31.00
|
Basswood Managed Account
|
11/14/22
|
(1,595)
|
$31.00
|
Basswood Managed Account
|
11/15/22
|
(453)
|
$30.38
|
Basswood Managed Account
|
11/15/22
|
(1,646)
|
$30.38
|
Basswood Managed Account
|
11/15/22
|
(87)
|
$30.38
|
Basswood Managed Account
|
11/15/22
|
(962)
|
$30.38
|
Basswood Managed Account
|
11/17/22
|
(9,071)
|
$28.58
|
Basswood Managed Account
|
11/17/22
|
(32,996)
|
$28.58
|
Basswood Managed Account
|
11/17/22
|
(1,743)
|
$28.58
|
Basswood Managed Account
|
11/17/22
|
(19,283)
|
$28.58
|
Basswood Managed Account
|
11/22/22
|
(144)
|
$29.59
|
Basswood Managed Account
|
11/22/22
|
(523)
|
$29.59
|
Basswood Managed Account
|
11/22/22
|
(27)
|
$29.59
|
Basswood Managed Account
|
11/22/22
|
(306)
|
$29.59
|
Basswood Managed Account
|
11/23/22
|
(1,935)
|
$29.51
|
Basswood Managed Account
|
11/23/22
|
(7,036)
|
$29.51
|
Basswood Managed Account
|
11/23/22
|
(372)
|
$29.51
|
Basswood Managed Account
|
11/23/22
|
(4,112)
|
$29.51
|
Basswood Financial Fund, LP
|
11/25/22
|
911
|
$29.53
|
Basswood Financial Long Only Fund LP
|
11/25/22
|
170
|
$29.53
|
Basswood Opportunity Fund, Inc.
|
11/25/22
|
374
|
$29.53
|
Basswood Managed Account
|
11/25/22
|
(173)
|
$29.56
|
Basswood Managed Account
|
11/25/22
|
3,579
|
$29.53
|
Basswood Managed Account
|
11/25/22
|
(628)
|
$29.56
|
Basswood Managed Account
|
11/25/22
|
(33)
|
$29.56
|
Basswood Managed Account
|
11/25/22
|
(367)
|
$29.56
|
Basswood Financial Fund, LP
|
11/28/22
|
308
|
$29.25
|
Basswood Financial Long Only Fund LP
|
11/28/22
|
58
|
$29.25
|
Basswood Opportunity Fund, Inc.
|
11/28/22
|
126
|
$29.25
|
Basswood Managed Account
|
11/28/22
|
(841)
|
$29.28
|
Basswood Managed Account
|
11/28/22
|
1,211
|
$29.25
|
Basswood Managed Account
|
11/28/22
|
(3,065)
|
$29.28
|
Basswood Managed Account
|
11/28/22
|
(148)
|
$29.28
|
Basswood Managed Account
|
11/28/22
|
(1,638)
|
$29.28
|
1.
|
For purposes of Section 1. (e) of the Agreement, the definition in the second sentence therein of "Minimum Ownership Threshold" should be deleted therefrom
in its entirety and the following sentence should be substituted in replacement thereof:
|
2.
|
For purposes of Section 2. (e) (iv) of the Agreement and the definition therein of the Standstill Period, by
entering into this Letter Agreement, the Company will be deemed to have provided writt en notice to Basswood that it will nominate Jonathan D. Brown for election to the Board at the 2023 annual stockholders meeting and Basswood will be deemed to have agreed in advance to such nomination.
|
3.
|
Except as otherwise modified or amended herein, the terms and provisions of the Agreement should continue
in full force and effect.
|