Designated Filer:
|
Basswood Capital Management, L.L.C.
|
Issuer & Ticker Symbol:
|
Regional Management Corp. [RM]
|
Date of Event Requiring Statement:
|
December 10, 2019
|
1.
|
This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum, Basswood Capital Management, L.L.C. (“BCM”), Basswood Partners, L.L.C.,
Basswood Financial Fund, LP (“BFF”), Basswood Enhanced Long Short Fund, L.P. (“BELS”), Basswood Enhanced Long Short GP, LLC (“BELS GP”), Basswood Financial Fund, Inc. (“BFF, Inc.”) and Basswood Financial Long Only Fund, LP (“BFLOF”)
(collectively, the “Reporting Persons”). BCM is the investment manager or adviser to BFF, Inc., Basswood Opportunity Fund, Inc. (“BOF”), BFF, BFLOF, Basswood Opportunity Partners, LP (“BOP”) and BELS (collectively, the “Funds”) and certain
separate managed accounts managed by BCM (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 BFLOF, and may be deemed to have a pecuniary interest in the Common Stock held directly by BFF, BOP and BFLOF. BELS GP is the general partner of BELS and may be deemed to have a pecuniary interest in the Common Stock
held directly by BELS. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of BCM 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 or 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. BCM, Basswood Partners, L.L.C. and BELS GP also disclaim beneficial ownership of the shares held directly by Matthew Lindenbaum and
Bennett Lindenbaum. Matthew Lindenbaum and Bennett Lindenbaum each disclaim beneficial ownership of the shares held directly by the other.
|
2.
|
Common Stock held directly by certain of the Managed Accounts.
|
3.
|
Common Stock held directly by BFF.
|
4.
|
Common Stock held directly by BELS.
|
5.
|
Common Stock held directly by BFF, Inc.
|
6.
|
Common Stock held directly by BFLOF.
|
7.
|
Common Stock held directly by BOP.
|
8.
|
Common Stock held directly by BOF.
|
9.
|
Common Stock held directly by Jonathan D. Brown.
|
Designated Filer:
|
Basswood Capital Management, L.L.C.
|
Issuer & Ticker Symbol:
|
Regional Management Corp. [RM]
|
Date of Event Requiring Statement:
|
December 10, 2019
|
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
|
|
4. Name:
|
Basswood Partners, L.L.C.
|
Address: c/o Basswood Capital Management, LLC
|
|
645 Madison Avenue, 10th Floor
|
|
New York, NY 10022
|
|
5. Name:
|
Basswood Enhanced Long Short Fund, L.P.
|
Address: c/o Basswood Capital Management, LLC
|
|
645 Madison Avenue, 10th Floor
|
|
New York, NY 10022
|
Designated Filer:
|
Basswood Capital Management, L.L.C.
|
Issuer & Ticker Symbol:
|
Regional Management Corp. [RM]
|
Date of Event Requiring Statement:
|
December 10, 2019
|
6. Name:
|
Basswood Enhanced Long Short GP, LLC
|
Address: c/o Basswood Capital Management, LLC
|
|
645 Madison Avenue, 10th Floor
|
|
New York, NY 10022
|
|
7. Name:
|
Basswood Financial Fund, LP
|
Address: c/o Basswood Capital Management, LLC
|
|
645 Madison Avenue, 10th Floor
|
|
New York, NY 10022
|
|
8. Name:
|
Basswood Financial Fund, Inc.
|
Address: c/o Basswood Capital Management, LLC
|
|
645 Madison Avenue, 10th Floor
|
|
New York, NY 10022
|
|
9. Name:
|
Basswood Financial Long Only Fund, LP
|
Address: c/o Basswood Capital Management, LLC
|
|
645 Madison Avenue, 10th Floor
|
|
New York, NY 10022
|
Designated Filer:
|
Basswood Capital Management, L.L.C.
|
Issuer & Ticker Symbol:
|
Regional Management Corp. [RM]
|
Date of Event Requiring Statement:
|
December 10, 2019
|
/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
|
||
Basswood Partners, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Enhanced Long Short Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Enhanced Long Short GP, LLC
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Designated Filer:
|
Basswood Capital Management, L.L.C.
|
Issuer & Ticker Symbol:
|
Regional Management Corp. [RM]
|
Date of Event Requiring Statement:
|
December 10, 2019
|
Basswood Financial Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Long Only Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||