0001567619-18-006998.txt : 20181127 0001567619-18-006998.hdr.sgml : 20181127 20181127173226 ACCESSION NUMBER: 0001567619-18-006998 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20181123 FILED AS OF DATE: 20181127 DATE AS OF CHANGE: 20181127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001085393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35477 FILM NUMBER: 181203744 BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-9500 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Basswood Capital Management LLC DATE OF NAME CHANGE: 20130814 FORMER NAME: FORMER CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 19990428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LINDENBAUM MATTHEW A CENTRAL INDEX KEY: 0000927943 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35477 FILM NUMBER: 181203745 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LINDENBAUM BENNETT D CENTRAL INDEX KEY: 0000927942 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35477 FILM NUMBER: 181203746 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Regional Management Corp. CENTRAL INDEX KEY: 0001519401 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 570847115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 979 BATESVILLE ROAD STREET 2: SUITE B CITY: GREER STATE: SC ZIP: 29651 BUSINESS PHONE: 864-448-7000 MAIL ADDRESS: STREET 1: 979 BATESVILLE ROAD STREET 2: SUITE B CITY: GREER STATE: SC ZIP: 29651 4 1 doc1.xml FORM 4 X0306 4 2018-11-23 0 0001519401 Regional Management Corp. RM 0001085393 BASSWOOD CAPITAL MANAGEMENT, L.L.C. 645 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10022 1 0 1 1 Director-by-Deputization 0000927943 LINDENBAUM MATTHEW A BASSWOOD CAPITAL MANAGEMENT L.L.C. 645 MADISON AVENUE 10TH FLOOR NEW YORK NY 10022 1 0 1 1 Director-by-Deputization 0000927942 LINDENBAUM BENNETT D BASSWOOD CAPITAL MANAGEMENT, L.L.C. 645 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10022 1 0 1 1 Director-by-Deputization Common Stock, par value $0.01 per share ("Common Stock") 2018-11-23 4 J 0 32142 27.32 D 284048 I See footnotes Common Stock 2018-11-23 4 J 0 32142 27.32 A 316190 I See footnotes Common Stock 82464 I See footnotes Common Stock 27984 I See footnotes Common Stock 27923 I See footnotes Common Stock 256635 I See footnotes Common Stock 124930 I See footnotes Common Stock 690180 I See footnotes Common Stock 3407 I See footnotes See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures BASSWOOD CAPITAL MANAGEMENT, L.L.C., /s/ Matthew Lindenbaum 2018-11-27 EX-99.1 2 b26871724a.htm EXPLANATION OF RESPONSES
Designated Filer:
Basswood Capital Management, L.L.C.
 
Issuer & Ticker Symbol:
Regional Management Corp. [RM]
Date of Event Requiring Statement:
November 23, 2018
 
 

Explanation of Responses:
1.
This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum and Basswood Capital Management, L.L.C. (collectively, the “Reporting Persons”). Basswood Capital Management, L.L.C. is the investment manager or adviser to Basswood Financial Fund, LP (“BFF”), Basswood Opportunity Fund, Inc. (“BOF”), Basswood Financial Long Only Fund, LP (“BLOF”), Basswood Financial Fund, Inc. (“BFF, Inc.”) Basswood Enhanced Long Short Fund, LP (“BELS”) and Basswood Opportunity Partners, LP (“BOP” and, together with BFF, BOF, BLOF, BFF, Inc. and BELS, the “Funds”) and certain separate managed accounts (the “Managed Accounts”), and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts. Basswood Partners, L.L.C. is the general partner of BFF, BOP and BLOF, and may be deemed to have a pecuniary interest in the Common Stock held directly by BFF, BOP and BLOF. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of Basswood Capital Management, L.L.C. and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts.  In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds and Managed Accounts are reported herein. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent of any direct or indirect pecuniary interest therein.
Jonathan D. Brown, a senior analyst at Basswood Capital Management, LLC, serves on the board of directors of the Issuer as a representative of the Reporting Persons.  As a result, each of the Reporting Persons is a “director-by-deputization” solely for purposes of Section 16 of the Exchange Act.  By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the Reporting Persons may be deemed to be a beneficial owner of the shares of Common Stock issued to Jonathan D. Brown.
2.
Represents a cross-trade of Common Stock held directly by certain separate accounts managed by Basswood Capital Management, L.L.C.
3.
Common Stock held directly by Basswood Financial Fund, Inc.
4.
Common Stock held directly by Basswood Financial Long Only Fund, LP.
5.
Common Stock held directly by Basswood Opportunity Fund, Inc.
6.
Common Stock held directly by Basswood Opportunity Partners, LP
7.
Common Stock held directly by Basswood Financial Fund, LP
8.
Common Stock held directly by Basswood Enhanced Long Short Fund, L.P.
9.
Common Stock held directly by Jonathan D. Brown.

Remarks:
 EX-99.2 3 b26871724b.htm JOINT FILER INFORMATION
Designated Filer:
Basswood Capital Management, L.L.C.
 
Issuer & Ticker Symbol:
Regional Management Corp. [RM]
Date of Event Requiring Statement:
November 23, 2018
 
 
Joint Filer Information
 

 Joint Filers:  
   
1. Name:
Matthew Lindenbaum
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
   
2. Name:
Bennett Lindenbaum
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
 
 
3. Name:
 Basswood Capital Management, L.L.C.
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022




EX-99.3 4 b26871724c.htm JOINT FILER SIGNATURES
Designated Filer:
Basswood Capital Management, L.L.C.
 
Issuer & Ticker Symbol:
Regional Management Corp. [RM]
Date of Event Requiring Statement:
November 23, 2018

Joint Filers' Signatures
 
  /s/ Matthew Lindenbaum                                                      
 
Matthew Lindenbaum
   
   
  /s/ Bennett Lindenbaum                                                        
 
Bennett Lindenbaum
   
   
   
 
Basswood Capital Management, L.L.C.
   
   
   
 
By:
 /s/ Matthew Lindenbaum                                    
   
Name: Matthew Lindenbaum
   
Title: Managing Member