First Security Group, Inc.
|
(Name of Issuer)
|
Voting Common Stock, $0.01 par value per share
|
(Title of Class of Securities)
|
33612202
|
(CUSIP Number)
|
Joshua Nash
|
Ulysses Management LLC
|
One Rockefeller Plaza
|
New York, New York 10020
|
(212) 455-6200
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
October 31, 2015
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 33612202
|
SCHEDULE 13D
|
Page 2 of 11
|
1
|
NAMES OF REPORTING PERSONS
Ulysses Management LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER |
0
|
||
8.
|
SHARED VOTING POWER |
0
|
|||
9.
|
SOLE DISPOSITIVE POWER |
0
|
|||
10.
|
SHARED DISPOSITIVE POWER |
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
|
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o | |||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 33612202
|
SCHEDULE 13D
|
Page 3 of 11
|
1
|
NAMES OF REPORTING PERSONS
Ulysses Partners, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER |
0
|
||
8.
|
SHARED VOTING POWER |
0
|
|||
9.
|
SOLE DISPOSITIVE POWER |
0
|
|||
10.
|
SHARED DISPOSITIVE POWER |
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
|
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o | |||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 33612202
|
SCHEDULE 13D
|
Page 4 of 11
|
1
|
NAMES OF REPORTING PERSONS
Joshua Nash LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER |
0
|
||
8.
|
SHARED VOTING POWER |
0
|
|||
9.
|
SOLE DISPOSITIVE POWER |
0
|
|||
10.
|
SHARED DISPOSITIVE POWER |
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
|
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o | |||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 33612202
|
SCHEDULE 13D
|
Page 5 of 11
|
1
|
NAMES OF REPORTING PERSONS
Joshua Nash
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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 |
0
|
|||
9.
|
SOLE DISPOSITIVE POWER |
0
|
|||
10.
|
SHARED DISPOSITIVE POWER |
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o | |||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 33612202
|
SCHEDULE 13D
|
Page 6 of 11
|
1
|
NAMES OF REPORTING PERSONS
Ulysses Offshore Fund, Ltd.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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 |
0
|
|||
9.
|
SOLE DISPOSITIVE POWER |
0
|
|||
10.
|
SHARED DISPOSITIVE POWER |
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
|
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o | |||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a)
|
The responses of each of the Reporting Persons to Rows (11) through (13) of the cover page of this Amendment are incorporated herein by reference.
|
(b)
|
The responses of each of the Reporting Persons to (i) Rows (7) through (10) of the cover page of this Amendment and (ii) Item 5(a) hereof are incorporated herein by reference.
|
(c)
|
The information set forth in Items 3 and 4 of this Amendment is incorporated herein by reference. Except as otherwise disclosed herein, the Reporting Persons did not effect any transactions in the Issuer’s Common Stock during the 60 days prior to the date of this report.
|
(d)
|
Not applicable.
|
(e)
|
The Reporting Persons ceased to beneficially own more than five percent of the Common Stock of the Issuer on October 31, 2015.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to be filed as Exhibits.
|
Date: November 2, 2015
|
||
ULYSSES MANAGEMENT LLC
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
Title:
|
Managing Member
|
|
ULYSSES PARTNERS, L.P.
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
Title:
|
Managing Member of Joshua Nash LLC, the Managing General Partner of Ulysses Partners, L.P.
|
|
JOSHUA NASH LLC
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
Title:
|
Member
|
|
JOSHUA NASH
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
ULYSSES OFFSHORE FUND, LTD.
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
Title:
|
President
|
ULYSSES MANAGEMENT LLC
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
Title:
|
Managing Member
|
ULYSSES PARTNERS L.P.
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
Title:
|
Managing Member of Joshua Nash LLC, the Managing General Partner of Ulysses Partners L.P.
|
JOSHUA NASH LLC
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
Title:
|
Member
|
JOSHUA NASH
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
ULYSSES OFFSHORE FUND LTD.
|
||
By:
|
/s/ Joshua Nash
|
|
Name:
|
Joshua Nash
|
|
Title:
|
President
|