0001171520-20-000099.txt : 20200213 0001171520-20-000099.hdr.sgml : 20200213 20200213153935 ACCESSION NUMBER: 0001171520-20-000099 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: ANDREW JOSE GROUP MEMBERS: FINANCIAL HYBRID OPPORTUNITY FUND LLC GROUP MEMBERS: FINANCIAL HYBRID OPPORTUNITY SPV I LLC GROUP MEMBERS: FINANCIAL OPPORTUNITY FUND LLC GROUP MEMBERS: FJ CAPITAL MANAGEMENT LLC GROUP MEMBERS: MARTIN S. FRIEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS COMMUNITY BANCORP CENTRAL INDEX KEY: 0001273805 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 200663325 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80155 FILM NUMBER: 20610070 BUSINESS ADDRESS: STREET 1: 2174 EASTRIDGE CENTER CITY: EAU CLAIRE STATE: WI ZIP: 57011 BUSINESS PHONE: 7158369994 MAIL ADDRESS: STREET 1: 2174 EASTRIDGE CENTER CITY: EAU CLAIRE STATE: WI ZIP: 54701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FJ Capital Management LLC CENTRAL INDEX KEY: 0001599170 IRS NUMBER: 261588525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1313 DOLLEY MADISON BLVD. STREET 2: SUITE 306 CITY: MCLEAN STATE: VA ZIP: 22101 BUSINESS PHONE: (703) 875-8378 MAIL ADDRESS: STREET 1: 1313 DOLLEY MADISON BLVD. STREET 2: SUITE 306 CITY: MCLEAN STATE: VA ZIP: 22101 SC 13G/A 1 eps8851.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6) *

 

Citizens Community (CZWI)
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
174903104
(CUSIP Number)
 
12/31/2019
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ☐ Rule 13d-1(b)
     
  ☑ Rule 13d-1(c)
     
  ☐ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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 (however, see the Notes).

 

 

 

 

 

CUSIP No .  174903104   Page 2 of 12

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

FJ Capital Management LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER   144,129(1)
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 919,794 (2)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  144,129(1)
PERSON
WITH:		 8 SHARED DISPOSITIVE POWER 919,794 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,065,015 (3)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 9.72%

 

12

 

TYPE OF REPORTING PERSON

 

 IA
         

 

 
(1)Consists of 105,955 shares of common stock of the Issuer held directly by Martin Friedman, Co-Founder and Managing Member of FJ Capital Management LLC and 38,174 shares of common stock of the Issuer held directly by Andrew Jose, Co-Founder and Managing Partner of FJ Capital Management LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.
(2)Consists of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 264, 417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member; as such, the Reporting Person may be deemed to be a beneficial owner of the reported shares but as to which the Reporting Person disclaims beneficial ownership.
(3)Consists of (a) 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 264, 417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, and 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership and (b) 105,955 shares of common stock of the Issuer held directly by Martin Friedman and 38,174 shares of common stock of the Issuer held directly by Andrew Jose; as such, the Reporting Person may be deemed to be a beneficial owner of the reported shares in (a) and (b) but as to which the Reporting Person disclaims beneficial ownership.

 

 

 

CUSIP No .  174903104   Page 3 of 12

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Opportunity Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 267,687 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH:		 8 SHARED DISPOSITIVE POWER 267,687 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 267,687 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 2.38%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 
(1)Consists of 267, 687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.

 

 

 

CUSIP No .  174903104   Page 4 of 12

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Hybrid Opportunity Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 264,417 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH:		 8 SHARED DISPOSITIVE POWER 264,417 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 264,417 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 2.35%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 
(1)Consists of 264,417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC.

 

 

 

CUSIP No .  174903104   Page 5 of 12

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Hybrid Opportunity SPV I LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 387,690 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH:		 8 SHARED DISPOSITIVE POWER 387,690 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 387,690 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 3.44%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 
(1)Consists of 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC.

 

 

 

CUSIP No .  174903104   Page 6 of 12

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Martin Friedman

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States
NUMBER OF
SHARES		 5 SOLE VOTING POWER 105,955 (1)
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 919,794 (2)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER 105,955 (1)
PERSON
WITH:		 8 SHARED DISPOSITIVE POWER 919,794 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,025,749 (3)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 9.36%

 

12

 

TYPE OF REPORTING PERSON

 

 IN
         

 

 
(1)Consists of 105,955 shares of common stock of the Issuer held directly by Martin Friedman, Co-Founder and Managing Member of FJ Capital Management LLC.
(2)Consists of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 264, 417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, and 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of the reported shares but as to which Mr. Friedman disclaims beneficial ownership.
(3)Consists of (a) 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 264, 417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member; as such, Mr. Friedman may be deemed to be a beneficial owner of the reported shares but as to which Mr. Friedman disclaims beneficial ownership (b) 105,955 shares of common stock of the Issuer held directly by Martin Friedman.

 

 
CUSIP No .  174903104   Page 7 of 12

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Andrew Jose

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States
NUMBER OF
SHARES		 5 SOLE VOTING POWER 38,174 (1)
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER  
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER 38,174 (1)
PERSON
WITH:		 8 SHARED DISPOSITIVE POWER  

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 38,174 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 ☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 0.34%

 

12

 

TYPE OF REPORTING PERSON

 

 IN
         

 

 
(1)Consists of 38,174 shares of common stock of the Issuer held directly by Andrew Jose, Co-Founder and Managing Partner of FJ Capital Management LLC. Mr. Jose disclaims beneficial ownership of shares of common stock of the Issuer held directly or indirectly by the other Reporting Persons.

 

 

CUSIP No .  174903104   Page 8 of 12

 

Item 1(a).   Name of Issuer:
     
    Citizens Community Bancorp, Inc (CZWI)
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    2174 EastRidge Center
    Eau Claire, WI  54701
     
Item 2(a).   Name of Person Filing:
     
   

This Schedule 13G is being filed on behalf of the following Reporting Persons:

Financial Opportunity Fund LLC

Financial Hybrid Opportunity Fund LLC

Financial Hybrid Opportunity SPV I LLC

FJ Capital Management LLC

Martin Friedman

Andrew Jose

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
   

FJ Capital Management, LLC

1313 Dolley Madison Blvd, Ste 306

McLean, VA 22101

 

Financial Opportunity Fund LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Financial Hybrid Opportunity Fund LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Financial Hybrid Opportunity SPV I LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Martin Friedman

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Andrew Jose

1313 Dolley Madison Blvd, STE 306

McLean, VA 22101

 

     
Item 2(c).   Citizenship:
     
   

Financial Opportunity Fund LLC, Financial Hybrid Opportunity Fund LLC, Financial Hybrid Opportunity SPV I LLC, and FJ Capital Management LLC – Delaware limited liability companies

Martin Friedman – United States citizen

Andrew Jose – United States citizen

 

 

CUSIP No .  174903104   Page 9 of 12

 

     
Item 2(d).   Title of Class of Securities:
     
    Common Stock
     
Item 2(e).   CUSIP Number:
     
    174903104
     
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)(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 (15 U.S.C. 80a-3);
       
  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:
     
   

FJ Capital Management LLC – 1,065,015 shares

Financial Opportunity Fund LLC – 267,687 shares

Financial Hybrid Opportunity Fund LLC – 264,417 shares

Financial Hybrid Opportunity SPV I LLC – 387,690 shares

Martin Friedman – 1,025,749 shares

Andrew Jose – 38,174 shares

     

 

 

CUSIP No .  174903104   Page 10 of 12

 

  (b) Percent of class:
     
   

FJ Capital Management LLC – 9.72%

Financial Opportunity Fund LLC – 2.38%

Financial Hybrid Opportunity Fund LLC – 2.35%

Financial Hybrid Opportunity SPV I LLC – 3.44%

Martin Friedman – 9.36%

Andrew Jose – 0.34%

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
     

Martin Friedman – 105,955 shares

Andrew Jose – 38,174 shares

       
    (ii) Shared power to vote or to direct the vote
       
     

FJ Capital Management LLC – 919,794 shares

Financial Opportunity Fund LLC – 267,687 shares

Financial Hybrid Opportunity Fund LLC – 264,417 shares

Financial Hybrid Opportunity SPV I LLC – 387,690 shares

Martin Friedman – 919,794 shares

       
    (iii) Sole power to dispose or to direct the disposition of
       
     

Martin Friedman – 105,955 shares

Andrew Jose – 38,174 shares

       
       
    (iv) Shared power to dispose or to direct the disposition of
       
     

FJ Capital Management LLC – 919,794 shares

Financial Opportunity Fund LLC – 267,687 shares

Financial Hybrid Opportunity Fund LLC – 264,417 shares

Financial Hybrid Opportunity SPV I LLC – 387,690 shares

Martin Friedman – 919,794 shares

 

Item 5. Ownership of Five Percent or Less of a Class.
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  N/A.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  N/A

 

 

CUSIP No .  174903104   Page 11 of 12

 

Item 8. Identification and Classification of Members of the Group.
   
  Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.  
   
Item 9. Notice of Dissolution of Group.
   
  N/A
       
Item 10. Certification.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
         

 

 

 

 

 

CUSIP No .  174903104   Page 12 of 12

 

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.

 

 

     

 

Date: 2/11/2020

 

 

 

 

 

  

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

 

 

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

 

Financial Hybrid Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

 

 

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

 

Financial Hybrid Opportunity SPV I LLC

By: FJ Capital Management LLC, its Managing Member

 

 

 

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

 

FJ Capital Management LLC

 

 

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

 

 

 

/s/ Martin Friedman

MARTIN FRIEDMAN

 

 

 

 

 

/s/ ANDREW JOSE

ANDREW JOSE