Dime Community Bancshares, Inc.
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Common Stock
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25432X102
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Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
Attn: Matthew Lindenbaum
Telephone: (212) 521-9500
With a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attn: Michael E. Brandt, Esq.
Telephone: (212) 728-8000
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February 1, 2021
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*
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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.
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CUSIP No. 25432X102
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1.
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Name of Reporting Person
Basswood Capital Management, L.L.C.
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||||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
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3.
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SEC Use Only
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||||
4.
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Source of Funds (See Instructions)
AF
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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||||
6.
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Citizenship or Place of Organization
Delaware
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||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,606,810
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|||
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9.
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Sole Dispositive Power
0
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|||
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10.
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Shared Dispositive Power
3,606,810
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|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,606,810
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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||||
13.
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Percent of Class Represented by Amount in Row (11)
8.8%
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||||
14.
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Type of Reporting Person (See Instructions)
IA
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CUSIP No. 25432X102
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1.
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Name of Reporting Person
Basswood Partners, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
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||||
3.
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SEC Use Only
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||||
4.
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Source of Funds (See Instructions)
AF
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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||||
6.
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Citizenship or Place of Organization
Delaware
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||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
744,846
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|||
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9.
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Sole Dispositive Power
0
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|||
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10.
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Shared Dispositive Power
744,846
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|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
744,846
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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||||
13.
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Percent of Class Represented by Amount in Row (11)
1.8%
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||||
14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 25432X102
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1.
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Name of Reporting Person
Basswood Enhanced Long Short GP, LLC
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||||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
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3.
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SEC Use Only
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||||
4.
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Source of Funds (See Instructions)
AF
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
|
||||
6.
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
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Sole Voting Power
0
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8.
|
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Shared Voting Power
0
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|||
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9.
|
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Sole Dispositive Power
0
|
|||
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10.
|
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Shared Dispositive Power
0
|
|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||||
12.
|
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
|
||||
13.
|
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Percent of Class Represented by Amount in Row (11)
0%
|
||||
14.
|
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 25432X102
|
|
1.
|
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Name of Reporting Person
Basswood Opportunity Partners, LP
|
||||
2.
|
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
|
||||
3.
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SEC Use Only
|
||||
4.
|
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Source of Funds (See Instructions)
WC
|
||||
5.
|
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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.
|
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Sole Voting Power
0
|
||
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8.
|
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Shared Voting Power
451,677
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|||
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9.
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Sole Dispositive Power
0
|
|||
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10.
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Shared Dispositive Power
451,677
|
|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
451,677
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
|
||||
13.
|
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Percent of Class Represented by Amount in Row (11)
1.1%
|
||||
14.
|
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Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 25432X102
|
|
1.
|
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Name of Reporting Person
Basswood Opportunity Fund, Inc.
|
||||
2.
|
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
|
||||
3.
|
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SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
|
||||
6.
|
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Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
||
|
8.
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Shared Voting Power
43,802
|
|||
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9.
|
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Sole Dispositive Power
0
|
|||
|
10.
|
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Shared Dispositive Power
43,802
|
|||
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
43,802
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
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CUSIP No. 25432X102
|
|
1.
|
|
Name of Reporting Person
Basswood Enhanced Long Short Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
0
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
0
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||||
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%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 25432X102
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
203,584
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
203,584
|
|||
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
203,584
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 25432X102
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Fund, Inc.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
0
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
0
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||||
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%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 25432X102
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Long Only Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
89,585
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
89,585
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
89,585
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.2%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 25432X102
|
|
1.
|
|
Name of Reporting Person
Matthew Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
164,502.85
|
||
|
8.
|
|
Shared Voting Power
3,606,810
|
|||
|
9.
|
|
Sole Dispositive Power
164,502.85
|
|||
|
10.
|
|
Shared Dispositive Power
3,606,810
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,771,312.85
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
9.2%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
CUSIP No. 25432X102
|
|
1.
|
|
Name of Reporting Person
Bennett Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ◻ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
138,282
|
||
|
8.
|
|
Shared Voting Power
3,606,810
|
|||
|
9.
|
|
Sole Dispositive Power
138,282
|
|||
|
10.
|
|
Shared Dispositive Power
3,606,810
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,745,092
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
9.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
Name
|
Shares of Common Stock
|
Separate accounts managed by Basswood Capital Management, L.L.C. (the "Managed Accounts")
|
1,220,156
|
Basswood Opportunity Partners, LP
|
113,081
|
Basswood Opportunity Fund, Inc.
|
13,438
|
Basswood Financial Fund, LP
|
52,515
|
Basswood Financial Long Only Fund, LP
|
28,648
|
Basswood Co-Investment Fund (SPC), Ltd., For and on Behalf of Segregated Portfolio C-1
|
2,526
|
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum Title: Managing Member |
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum
Title: Managing Member |
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum
Title: Managing Member |
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum
Title: Managing Member |
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum
Title: Managing Member |
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum
Title: Managing Member |
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum
Title: Managing Member |
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum
Title: Managing Member |
By: |
/s/ Bennett Lindenbaum
Name: Bennett Lindenbaum
Title: Managing Member |
Fund
|
Trade Date
|
Shares Purchased (Sold)
|
Price
|
Basswood Managed Account
|
12/10/2020
|
1,526
|
$24.35
|
Basswood Managed Account
|
1/25/2021
|
219,091
|
$27.16
|
Basswood Enhanced Long Short Fund, L.P.
|
1/25/2021
|
(219,091)
|
$27.16
|
Basswood Managed Account
|
2/1/2021
|
53,823
|
$25.41
|
Basswood Enhanced Long Short Fund, L.P.
|
2/1/2021
|
(53,823)
|
$25.41
|
Basswood Managed Account
|
2/2/2021
|
175,244
|
$25.28
|
Basswood Managed Account
|
2/2/2021
|
23,358
|
$26.24
|
Basswood Opportunity Partners, LP
|
2/2/2021
|
21,502
|
$25.28
|
Basswood Opportunity Partners, LP
|
2/2/2021
|
2,866
|
$26.24
|
Basswood Opportunity Fund, Inc.
|
2/2/2021
|
3,279
|
$25.28
|
Basswood Opportunity Fund, Inc.
|
2/2/2021
|
437
|
$26.24
|
Basswood Financial Fund, LP
|
2/2/2021
|
26,076
|
$25.28
|
Basswood Financial Fund, LP
|
2/2/2021
|
3,475
|
$26.24
|
Basswood Financial Long Only Fund, LP
|
2/2/2021
|
14,199
|
$25.28
|
Basswood Financial Long Only Fund, LP
|
2/2/2021
|
1,893
|
$26.24
|