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Exhibit Index located on Page 13
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SEC 1746 (12-91)
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CUSIP No. 834728107
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Page 2 of 13 Pages
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Sandler O'Neill Asset Management, LLC
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2.
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Check the Appropriate Box if a Member of a Group*
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(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*
00
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizen or Place of Organization
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
8. Shared Voting Power
254,000
9. Sole Dispositive Power
10. Shared Dispositive Power
254,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
254,000
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by Amount in Row (11)
4.73%
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14.
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Type of Reporting Person*
00
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CUSIP No. 834728107
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Page 3 of 13 Pages
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
SOAM Holdings, LLC
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2.
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Check the Appropriate Box if a Member of a Group*
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(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*
00
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizen or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
8. Shared Voting Power
200,092
9. Sole Dispositive Power
10. Shared Dispositive Power
200,092
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
200,092
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by Amount in Row (11)
3.73%
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14.
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Type of Reporting Person*
00
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CUSIP No. 834728107
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Page 4 of 13 Pages
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group*
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(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*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizen or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
8. Shared Voting Power
5,153
9. Sole Dispositive Power
10. Shared Dispositive Power
5,153
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,153
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by Amount in Row (11)
0.10%
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14.
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Type of Reporting Person*
PN
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CUSIP No. 834728107
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Page 5 of 13 Pages
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund, L.P.
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2.
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Check the Appropriate Box if a Member of a Group*
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(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*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizen or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
8. Shared Voting Power
30,530
9. Sole Dispositive Power
10. Shared Dispositive Power
30,530
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
30,530
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by Amount in Row (11)
0.57%
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14.
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Type of Reporting Person*
PN
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CUSIP No. 834728107
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Page 6 of 13 Pages
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund II, L.P.
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2.
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Check the Appropriate Box if a Member of a Group*
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(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*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizen or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
8. Shared Voting Power
164,409
9. Sole Dispositive Power
10. Shared Dispositive Power
164,409
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
164,409
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by Amount in Row (11)
3.06%
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14.
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Type of Reporting Person*
PN
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CUSIP No. 834728107
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Page 7 of 13 Pages
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Offshore, Ltd
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2.
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Check the Appropriate Box if a Member of a Group*
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(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*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizen or Place of Organization
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
8. Shared Voting Power
53,908
9. Sole Dispositive Power
10. Shared Dispositive Power
53,908
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
53,908
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by Amount in Row (11)
1.00%
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14.
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Type of Reporting Person*
CO
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CUSIP No. 834728107
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Page 8 of 13 Pages
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Terry Maltese
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2.
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Check the Appropriate Box if a Member of a Group*
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(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*
00
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizen or Place of Organization
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7. Sole Voting Power
8. Shared Voting Power
254,000
9. Sole Dispositive Power
10. Shared Dispositive Power
254,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
254,000
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12.
|
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by Amount in Row (11)
4.73%
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14.
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Type of Reporting Person*
IN
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(i)
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MP beneficially owned 5,153 shares of Common Stock, constituting approximately 0.10% of the shares outstanding.
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(ii)
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MHF beneficially owned 30,530 shares of Common Stock, constituting approximately 0.57% of the shares outstanding.
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(iii)
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MHFII beneficially owned 164,409 shares of Common Stock, constituting approximately 3.06% of the shares outstanding.
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(iv)
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MO beneficially owned 53,908 shares of Common Stock, constituting approximately 1.00% of the shares outstanding.
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(v)
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SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII and investment manager for MO, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 5,153 shares owned by MP, the 30,530 shares owned by MHF, the 164,409 shares owned by MHFII, and the 53,908 shares owned by MO or an aggregate of 254,000 shares of Common Stock, constituting approximately 4.73% of the shares outstanding.
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(vi)
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Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, and MHFII, under the provisions of Rule 13d-3 of the Securities and Exchange Commission ("Rule 13d-3"), Holdings may be deemed to beneficially own the 5,153 shares owned by MP, the 30,530 shares owned by MHF, and the 164,409 shares owned by MHFII, or an aggregate of 200,092 shares of Common Stock, constituting approximately 3.73% of the shares outstanding.
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(vii)
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Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 5,153 shares owned by MP, the 30,530 shares owned by MHF, the 164,409 shares owned by MHFII, and the 53,908 shares owned by MO, or an aggregate of 254,000 shares of Common Stock, constituting approximately 4.73% of the shares outstanding.
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(viii)
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In the aggregate, the Reporting Persons beneficially own 254,000 shares of Common Stock, constituting approximately 4.73% of the shares outstanding.
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(ix)
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S.O. Holdings directly owned no shares of Common Stock.
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Date
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Transaction
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Price
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Shares
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||||||
03/15/13
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Sale
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11.5167 | (1,000 | ) | |||||
03/18/13
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Sale
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11.5000 | (200 | ) | |||||
03/19/13
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Sale
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11.3503 | (100 | ) | |||||
03/21/13
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Sale
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11.4502 | (200 | ) | |||||
03/25/13
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Sale
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11.5005 | (400 | ) | |||||
03/26/13
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Sale
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11.5005 | (200 | ) |
Date
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Transaction
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Price
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Shares
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||||||
03/15/13
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Sale
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11.5167 | (5,900 | ) | |||||
03/18/13
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Sale
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11.5000 | (1,100 | ) | |||||
03/19/13
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Sale
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11.5000 | (500 | ) | |||||
03/21/13
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Sale
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11.4502 | (1,300 | ) | |||||
03/25/13
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Sale
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11.5005 | (2,200 | ) | |||||
03/26/13
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Sale
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11.5005 | (900 | ) |
Date
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Transaction
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Price
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Shares
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||||||
03/15/13
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Sale
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11.5167 | (31,700 | ) | |||||
03/18/13
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Sale
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11.5000 | (5,600 | ) | |||||
03/19/13
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Sale
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11.5000 | (2,800 | ) | |||||
03/20/13
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Sale
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11.5000 | (200 | ) | |||||
03/21/13
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Sale
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11.4502 | (7,100 | ) | |||||
03/25/13
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Sale
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11.5005 | (11,800 | ) | |||||
03/26/13
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Sale
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11.5005 | (5,000 | ) |
Date
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Transaction
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Price
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Shares
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||||||
03/15/13
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Sale
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11.5167 | (10,400 | ) | |||||
03/18/13
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Sale
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11.5000 | (1,900 | ) | |||||
03/19/13
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Sale
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11.5000 | (900 | ) | |||||
03/20/13
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Sale
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11.5000 | (100 | ) | |||||
03/21/13
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Sale
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11.4502 | (2,300 | ) | |||||
03/25/13
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Sale
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11.5005 | (3,800 | ) | |||||
03/26/13
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Sale
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11.5005 | (1,700 | ) |
Exhibit 1
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Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission
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MALTA PARTNERS, L.P.
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MALTA HEDGE FUND, L.P.
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By:
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SOAM Holdings, LLC,
the sole general partner
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By:
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SOAM Holdings, LLC,
the sole general partner
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By:
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/s/ Terry Maltese
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By:
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/s/ Terry Maltese
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Terry Maltese
Managing Member
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Terry Maltese
Managing Member
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MALTA OFFSHORE, LTD
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MALTA HEDGE FUND II, L.P.
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By:
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/s/ Terry Maltese
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By:
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SOAM Holdings, LLC,
the sole general partner
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Terry Maltese
Director
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By:
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/s/ Terry Maltese
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Terry Maltese
Managing Member
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SANDLER O'NEILL ASSET
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|||||
MANAGEMENT, LLC
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By:
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/s/ Terry Maltese
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Terry Maltese
President
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SOAM Holdings, LLC
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TERRY MALTESE
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||||||
By:
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/s/ Terry Maltese
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By:
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/s/ Terry Maltese
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Terry Maltese
Managing Member
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Terry Maltese
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MALTA PARTNERS, L.P.
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MALTA HEDGE FUND, L.P.
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By:
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SOAM Holdings, LLC,
the sole general partner
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By:
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SOAM Holdings, LLC,
the sole general partner
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By:
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/s/ Terry Maltese
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By:
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/s/ Terry Maltese
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Terry Maltese
Managing Member
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Terry Maltese
Managing Member
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MALTA OFFSHORE, LTD
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MALTA HEDGE FUND II, L.P.
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By:
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/s/ Terry Maltese
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By:
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SOAM Holdings, LLC,
the sole general partner
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Terry Maltese
Director
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By:
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/s/ Terry Maltese
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Terry Maltese
Managing Member
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SANDLER O'NEILL ASSET
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|||||
MANAGEMENT, LLC
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|||||
By:
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/s/ Terry Maltese
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Terry Maltese
President
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SOAM Holdings, LLC
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Terry Maltese
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||||||
By:
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/s/ Terry Maltese
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By:
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/s/ Terry Maltese
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Terry Maltese
Managing Member
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Terry Maltese
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