0000899140-14-000347.txt : 20140327 0000899140-14-000347.hdr.sgml : 20140327 20140327171014 ACCESSION NUMBER: 0000899140-14-000347 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140327 DATE AS OF CHANGE: 20140327 GROUP MEMBERS: BASSWOOD ENHANCED LONG SHORT FUND LP GROUP MEMBERS: BASSWOOD ENHANCED LONG SHORT GP LLC GROUP MEMBERS: BASSWOOD FINANCIAL FUND INC. GROUP MEMBERS: BASSWOOD FINANCIAL FUND LP GROUP MEMBERS: BASSWOOD FINANCIAL LONG ONLY FUND LP GROUP MEMBERS: BASSWOOD OPPORTUNITY FUND INC. GROUP MEMBERS: BASSWOOD OPPORTUNITY PARTNERS LP GROUP MEMBERS: BASSWOOD PARTNERS L.L.C. GROUP MEMBERS: BENNETT LINDENBAUM GROUP MEMBERS: MAIN STREET MASTER LTD. GROUP MEMBERS: MATTHEW LINDENBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON VALLEY HOLDING CORP CENTRAL INDEX KEY: 0000722256 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 133148745 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59317 FILM NUMBER: 14722451 BUSINESS ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 BUSINESS PHONE: 9149616100 MAIL ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001085393 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 COMPANY: FORMER CONFORMED NAME: Basswood Capital Management LLC DATE OF NAME CHANGE: 20130814 FORMER COMPANY: FORMER CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 19990428 SC 13D/A 1 h11578373.htm AMENDMENT NO. 1 h11578373.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13D/A
(Amendment No.1)

Under the Securities Exchange Act of 1934

Hudson Valley Holding Corp.
(Name of Issuer)


Common Stock, Par Value $0.20 Per Share
(Title of Class of Securities)

444172100
(CUSIP Number)

Matthew Lindenbaum
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
(212) 521-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(with copies to)
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000

March 24, 2014
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
* 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.
 
The information required on 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.  444172100
  
Page 2 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Capital Management, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
 
1,970,074 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,970,074 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,970,074 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.83%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA



 
 
 


CUSIP No.  444172100
  
Page 3 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Partners, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
 
288,610 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
288,610 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
288,610 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.44%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 

 
 
 
 

CUSIP No.  444172100
  
Page 4 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Enhanced Long Short GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
739,423 (see Item 5)
 
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
739,423 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
739,423 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.69%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
 
 
 

 
CUSIP No.  444172100
  
Page 5 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Opportunity Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
 
152,774 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
152,774 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
152,774 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.76%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

 
 
 
 
 

 
CUSIP No.  444172100
  
Page 6 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Financial Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
81,181 (see Item 5)
 
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
81,181 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
81,181 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.41%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
 

 
CUSIP No.  444172100
  
Page 7 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Financial Fund, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
 
107,529 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
107,529 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
107,529 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.54%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 

 
 
 
 

CUSIP No.  444172100
  
Page 8 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Financial Long Only Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
 
54,655 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
54,655 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
54,655 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.27%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
 

 
CUSIP No.  444172100
  
Page 9 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Enhanced Long Short Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
 
739,423 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
739,423 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
739,423 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.69%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 

 
CUSIP No.  444172100
  
Page 10 of 15 Pages
1
NAME OF REPORTING PERSON
 
Basswood Opportunity Fund, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
 
90,629 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
90,629 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
90,629 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.45%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 

CUSIP No.  444172100
  
Page 11 of 15 Pages
1
NAME OF REPORTING PERSON
 
Main Street Master, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
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
 
730,756 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
730,756 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
730,756 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.65%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 

 
CUSIP No.  444172100
  
Page 12 of 15 Pages
1
NAME OF REPORTING PERSON
 
Matthew Lindenbaum
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,970,074 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,970,074 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,970,074 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.83%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 
 
 
 

 
CUSIP No.  444172100
  
Page 13 of 15 Pages
1
NAME OF REPORTING PERSON
 
Bennett Lindenbaum
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,970,074 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,970,074 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,970,074 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.83%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 


This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends the Schedule 13D originally filed on October 15, 2013 (“Original 13D”), on behalf of Basswood Capital Management, L.L.C. (the “Management Company”), Basswood Partners, L.L.C. (“Basswood Partners”), Basswood Enhanced Long Short GP, LLC (“Basswood Long Short GP”), each a Delaware limited liability company, Basswood Opportunity Partners, LP, Basswood Financial Fund, LP, Basswood Enhanced Long Short Fund, LP, Basswood Financial Long Only Fund, LP, each a Delaware limited partnership, Basswood Opportunity Fund, Inc., Basswood Financial Fund, Inc., Main Street Master, Ltd., each a Cayman Islands corporation, (collectively, the “Funds”), Matthew Lindenbaum and Bennett Lindenbaum.  This Amendment No. 1 relates to the common stock, par value $0.20 per share (the “Common Stock”), of Hudson Valley Holding Corp., a Delaware corporation (the “Issuer”).

The Funds directly own shares of Common Stock.  The Management Company is the investment manager or adviser to the Funds and may be deemed to have beneficial ownership over the Common Stock directly owned by the Funds by virtue of the authority granted to it by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock held by the Funds.  Basswood Partners is the general partner of each of Basswood Opportunity Partners, LP, Basswood Financial Fund, LP and Basswood Financial Long Only Fund, LP and may be deemed to have beneficial ownership over the Common Stock directly owned by such Funds by virtue of its position as general partner.  Basswood Long Short GP is the general partner of Basswood Enhanced Long Short Fund, LP and may be deemed to have beneficial ownership over the Common Stock directly owned by such Fund by virtue of its position as general partner. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of the Management Company and control the business activities of the Management Company.  The Management Company, Basswood Partners, Basswood Long Short GP, the Funds, Matthew Lindenbaum and Bennett Lindenbaum may be referred to herein as the “Reporting Persons”.


Item 3.                                 Source and Amount of Funds or Other Consideration.

Item 3 of the Original 13D is hereby amended and restated in its entirety as follows:

The Funds expended an aggregate of $31,641,928 (including commissions, if any) to acquire the 1,970,074 shares of Common Stock beneficially owned by them.  The Funds effect purchases of securities primarily through margin accounts maintained for them with each of J.P. Morgan Securities LLC, Morgan Stanley & Co., Goldman Sachs & Co. and BNP Paribas Prime Brokerage, which may extend margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm’s credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.                                Purpose of Transaction.

Item 4 of the Original 13D is hereby amended to add the following:

In response to the previously disclosed request by the Management Company that a representative of the Management Company be included on the Issuer’s board of directors, the Issuer’s board of directors elected Matthew Lindenbaum to the board of directors as of March 24, 2014.

 
 
 
 
 
Item 5.                                Interest in Securities of the Issuer.
 
Items 5(a) and 5(b) of the Original 13D are hereby amended and restated in their entirety as follows:

(a)           As of the date of this Schedule 13D, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D.  The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Common Stock outstanding.  The percentages used in this Schedule 13D are calculated based upon the 20,036,977 shares of Common Stock outstanding as of March 1, 2014, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

(b)           The Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 1,970,074 shares of Common Stock held directly by the Funds.  Basswood Partners, the Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 288,610 shares of Common Stock held directly by Basswood Opportunity Partners, LP, Basswood Financial Fund, LP and Basswood Financial Long Only Fund, LP.  Basswood Long Short GP, the Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 739,423 shares of Common Stock held directly by Basswood Enhanced Long Short Fund, LP.   By virtue of the relationships among the Reporting Persons, as described in this Schedule 13D, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. Except as otherwise set forth in this Schedule 13D, each Fund expressly disclaims beneficial ownership of any of the shares of Common Stock beneficially owned by any other Reporting Person, and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any Fund is a beneficial owner of any shares not directly held by such Fund.


 
 
 
 
SIGNATURES
 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.


Dated: March 27, 2014
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
Dated: March 27, 2014
BASSWOOD PARTNERS, L.L.C.
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
Dated: March 27, 2014
BASSWOOD ENHANCED LONG SHORT GP, LLC
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
Dated: March 27, 2014
BASSWOOD OPPORTUNITY PARTNERS, LP
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
Dated: March 27, 2014
BASSWOOD OPPORTUNITY FUND, INC.
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
 
 
 
 
 
 
 
Dated: March 27, 2014
BASSWOOD ENHANCED LONG SHORT FUND, LP
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
Dated: March 27, 2014
BASSWOOD FINANCIAL FUND, LP
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
Dated: March 27, 2014
BASSWOOD FINANCIAL LONG ONLY FUND, LP
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
Dated: March 27, 2014
BASSWOOD FINANCIAL FUND, INC.
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
       
Dated: March 27, 2014
MAIN STREET MASTER, LTD.
   
By: Basswood Capital Management, L.L.C.
       
       
   
By:
/s/ Matthew Lindenbaum   
     
Name:  Matthew Lindenbaum
     
Title:  Managing Member
       
       
Dated: March 27, 2014
/s/ Matthew Lindenbaum      
 
Matthew Lindenbaum
       
       
Dated: March 27, 2014
/s/ Bennett Lindenbaum      
 
Bennett Lindenbaum