0000909518-11-000327.txt : 20110914 0000909518-11-000327.hdr.sgml : 20110914 20110914164402 ACCESSION NUMBER: 0000909518-11-000327 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110914 DATE AS OF CHANGE: 20110914 GROUP MEMBERS: DAVID A. HURWITZ GROUP MEMBERS: JOHN T. BIRD GROUP MEMBERS: NEIL H. KOFFLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: PMC-BVI, INC. GROUP MEMBERS: SC FUNDAMENTAL BVI, INC. GROUP MEMBERS: SC FUNDAMENTAL LLC GROUP MEMBERS: SC FUNDAMENTAL LLC EMPLOYEE SAVINGS & PROFIT SHARING PLAN GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI, LTD. GROUP MEMBERS: SC-BVI PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: First Financial Northwest, Inc. CENTRAL INDEX KEY: 0001401564 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83494 FILM NUMBER: 111090918 BUSINESS ADDRESS: STREET 1: 201 WELLS AVENUE SOUTH CITY: RENTON STATE: WA ZIP: 98057 BUSINESS PHONE: (425) 255-4400 MAIL ADDRESS: STREET 1: 201 WELLS AVENUE SOUTH CITY: RENTON STATE: WA ZIP: 98057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC Fundamental Value Fund, L.P. CENTRAL INDEX KEY: 0001322318 IRS NUMBER: 133563962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 mm09-1411ffni_sc13g.htm mm09-1411ffni_sc13g.htm
 
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 
 
FIRST FINANCIAL NORTHWEST, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
  
32022K102
(Title of class of securities)
  
(CUSIP number)
 
 
August 8, 2011
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: 
 
x
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
 
__________
*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 the disclosures provided in a prior cover page.
 
The information required in 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 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).
 
Continued on Following Pages
Page 1
 
 

 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 2
 

1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL VALUE FUND, L.P.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
 REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
435,440
6
SHARED VOTING POWER:
 
0
7
SOLE DISPOSITIVE POWER:
 
435,440
8
SHARED DISPOSITIVE POWER:
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
435,440
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.32%
 
12
TYPE OF REPORTING PERSON:
 
PN
 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 3
 


1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
 REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
435,440
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
435,440
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
435,440
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.32%
 
12
TYPE OF REPORTING PERSON:
 
OO
 
 

 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 4
 


1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL VALUE BVI, LTD.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
 REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
486,400
6
SHARED VOTING POWER:
 
0
7
SOLE DISPOSITIVE POWER:
 
486,400
8
SHARED DISPOSITIVE POWER:
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
486,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.59%
 
12
TYPE OF REPORTING PERSON:
 
CO
 

 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 5
 


1
NAME OF REPORTING PERSONS:
 
SC-BVI PARTNERS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
 REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
486,400
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
486,400
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
486,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.59%
 
12
TYPE OF REPORTING PERSON:
 
PN
 
 

 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 6
 


1
NAME OF REPORTING PERSONS:
PMC-BVI, INC.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
 REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
486,400
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
486,400
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
486,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.59%
 
12
TYPE OF REPORTING PERSON:
 
CO
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 7
 


1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL BVI, INC.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
486,400
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
486,400
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
486,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.59%
 
12
TYPE OF REPORTING PERSON:
 
CO
 
 
 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 8
 


1
NAME OF REPORTING PERSONS:
PETER M. COLLERY
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
81,808
6
SHARED VOTING POWER:
 
921,840
7
SOLE DISPOSITIVE POWER:
 
81,808
8
SHARED DISPOSITIVE POWER:
 
921,840
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,003,648
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
5.34%
 
12
TYPE OF REPORTING PERSON:
 
IN
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 9
 


1
NAME OF REPORTING PERSONS:
NEIL H. KOFFLER
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
921,840
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
921,840
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
921,840
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
4.90%
 
12
TYPE OF REPORTING PERSON:
 
IN
 
 
 
 
 

 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 10
 


1
NAME OF REPORTING PERSONS:
JOHN T. BIRD
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
921,840
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
921,840
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
921,840
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
4.90%
 
12
TYPE OF REPORTING PERSON:
 
IN
 
 
 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 11
 


1
NAME OF REPORTING PERSONS:
DAVID A. HURWITZ
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
921,840
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
921,840
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
921,840
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
4.90%
 
12
TYPE OF REPORTING PERSON:
 
IN
 
 

 
 
 
 
 
 
CUSIP No.
32022K102
13G
Page 12
 


1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL LLC EMPLOYEE SAVINGS & PROFIT SHARING PLAN
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
 
81,808
6
SHARED VOTING POWER:
 
0
7
SOLE DISPOSITIVE POWER:
 
81,808
8
SHARED DISPOSITIVE POWER:
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
81,808
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
0.44%
 
12
TYPE OF REPORTING PERSON:
 
EP
 
 

 
 
 

Item 1(a)
Name of Issuer:
 
First Financial Northwest, Inc. (the “Issuer”).
 
Item 1(b)         Address of Issuer’s Principal Executive Offices:
 
The address of the principal executive offices of the Issuer is 201 Wells Avenue South, Renton, Washington 98057.
 
Item 2(a)         Name of Persons Filing:
 
   (i)   SC Fundamental Value Fund, L.P.
   (ii)   SC Fundamental LLC
   (iii)   SC Fundamental Value BVI, Ltd. 
  (iv)   SC-BVI Partners
  (v)   PMC-BVI, Inc. 
  (vi)   SC Fundamental BVI, Inc.
  (vii)   Peter M. Collery
  (viii)   Neil H. Koffler
 
(ix)
  
John T. Bird
  (x)  
David A. Hurwitz
   (xi)  
SC Fundamental LLC Employee Savings & Profit Sharing Plan (collectively, the “Reporting Persons”)
 
 
Item 2(b)         Address of Principal Business Office or, if None, Residence:
 
The principal business office of each of SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird, David A. Hurwitz and SC Fundamental LLC Employee Savings & Profit Sharing Plan is 747 Third Avenue, 27th Floor, New York, New York 10017.
 
The principal business office of SC Fundamental Value BVI, Ltd. is c/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-1003, Cayman Islands.
 
Item 2(c)         Citizenship:
 
Information regarding the citizenship or place of organization of the Reporting Persons is incorporated herein by reference from Row (4) of their respective cover page to this Schedule 13G.
 
Item 2(d)         Title of class of securities:
 
Common Stock, par value $0.01 per share.
 
Item 2(e)         CUSIP No.:
 
32022K102
 
Item 3
If This Statement Is Filed Pursuant To Rule 13d-1(b), Or 13d-2(b) Or (c), Check Whether The Person Filing Is:
 
 
 
 
Page 13
 


 
(a)
[ ] Broker or dealer registered under Section 15 of the Exchange Act;
     
 
(b)
[ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
     
 
(c)
[ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
     
 
(d)
[ ] Investment company registered under Section 8 of the Investment Company Act;
     
 
(e)
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
 
(f)
[ ] An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
 
(g)
[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
 
(h)
[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
 
(i)
[ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
 
(j)
[ ] A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J);
     
 
(k)
[ ] Group, in accordance with Rule 13d–1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:

Item 4             Ownership

(a)           Amount beneficially owned:
The responses of the Reporting Persons to Row (9) of the cover pages of this Schedule 13G are incorporated herein by reference.

(b)           Percent of class:
The responses of the Reporting Persons to Row (11) of the cover pages of this Schedule 13G are incorporated herein by reference.  The percentage ownership of each of the Reporting Persons is based on 18,805,168 shares of Common Stock outstanding as of August 5, 2011, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 filed with the Securities and Exchange Commission on August 8, 2011

(c)           The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Schedule 13G are incorporated herein by reference

Item 5             Ownership Of Five Percent Or Less Of A Class
 
 

 
Page 14
 


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of Securities, check the following|__|.

Item 6
Ownership Of More Than Five Percent On Behalf Of Another Person

Not applicable.

Item 7
Identification And Classification Of The Subsidiary Which Acquired The Security Being Reported On By The Parent Holding Company Or Control Person

Not applicable.


Item 8             Identification And Classification Of Members Of The Group

See Exhibit No. 2 hereto.

Item 9             Notice Of Dissolution Of Group

Not applicable.

Item 10           Certification

(a)           Not applicable.

(b)           By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
[The remainder of this page intentionally left blank.]
 
 
 

 
Page 15
 

SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
Date:
September 14, 2011
  
     
   
SC FUNDAMENTAL VALUE FUND, L.P.
       
   
By:
SC Fundamental LLC, as General Partner
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL LLC
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL VALUE BVI, LTD.
       
   
By:
SC Fundamental BVI, Inc., as managing general partner of investment manager
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Vice President
       
       
   
SC-BVI PARTNERS
       
   
By:
SC Fundamental BVI, Inc., as managing general partner
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Vice President
       
       
   
PMC-BVI, INC.
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Secretary
       
 
 
 
 
 
Page 16
 
 
 
   
SC FUNDAMENTAL BVI, INC.
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Vice President
       
     
   
  /s/  Neil H. Koffler
   
Neil H. Koffler as Attorney-in-Fact for
   
Peter M. Collery (1)
     
     
   
  /s/  Neil H. Koffler
   
Neil H. Koffler
     
     
   
  /s/  Neil H. Koffler
   
Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)
     
     
   
  /s/  Neil H. Koffler
   
Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)
 
   
SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN
       
   
By:
  /s/  Peter M. Collery
     
Peter M. Collery, Trustee
 

                                           
 
(1)
Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery.  The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on February 4, 2010, and is incorporated herein by reference.
   
(2)
Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird.  The Power of Attorney for Mr. Bird is attached hereto as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011.
   
(3)
Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached hereto as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011.

 


 
Page 17
 

EXHIBIT INDEX
 
Exhibit No.
Document
 
  
1
Joint Filing Agreement, dated September 14, 2011, among SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC Fundamental Value BVI, Ltd., SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird, David A. Hurwitz, and SC Fundamental LLC Employee Savings & Profit Sharing Plan to file this joint statement on Schedule 13G.
  
     
2
Identity of Members of Group
  
     
3
Power of Attorney for John T. Bird with Neil H. Koffler as Attorney-in-Fact
  
     
4
Power of Attorney for David A. Hurwitz with Neil H. Koffler as Attorney-in-Fact
  
 
 
 
 
 
 
 
 
 
 
 
 

Page 18
 EX-99.1 2 mm09-1411ffni_sc13ge1.htm EX.1 - JOINT FILING AGREEMENT mm09-1411ffni_sc13ge1.htm
 
Exhibit 1

 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of First Financial Northwest, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned, hereby execute this Agreement this 14th day of September, 2011.
 
 
   
SC FUNDAMENTAL VALUE FUND, L.P.
       
   
By:
SC Fundamental LLC, as General Partner
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL LLC
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL VALUE BVI, LTD.
       
   
By:
SC Fundamental BVI, Inc., as managing general partner of investment manager
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Vice President
       
       
   
SC-BVI PARTNERS
       
   
By:
SC Fundamental BVI, Inc., as managing general partner
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Vice President
       
       
 
 
 
Page 1
 
 
 
 
 
   
PMC-BVI, INC.
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Secretary
       
 
   
SC FUNDAMENTAL BVI, INC.
       
   
By:
  /s/  Neil H. Koffler
     
Neil H. Koffler, Vice President
       
     
   
  /s/  Neil H. Koffler
   
Neil H. Koffler as Attorney-in-Fact for
   
Peter M. Collery (1)
     
     
   
  /s/  Neil H. Koffler
   
Neil H. Koffler
     
     
   
  /s/  Neil H. Koffler
   
Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)
     
     
   
  /s/  Neil H. Koffler
   
Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)
 
 
   
SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN
       
   
By:
  /s/  Peter M. Collery
     
Peter M. Collery, Trustee
 

 
(1)
Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery.  The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on February 4, 2010, and is incorporated herein by reference.
   
(2)
Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird.  The Power of Attorney for Mr. Bird is attached hereto as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011.
 
 
 
 
Page 2
 
 
 
 
 
   
(3)
Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached hereto as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 3
 EX-99.2 3 mm09-1411ffni_sc13ge2.htm EX.2 - IDENTITY OF MEMBERS OF GROUP mm09-1411ffni_sc13ge2.htm
 
Exhibit 2

 
IDENTITY OF MEMBERS OF GROUP



 
SC Fundamental Value Fund, L.P.
 
SC Fundamental LLC
 
SC Fundamental Value BVI, Ltd.
 
SC-BVI Partners
 
PMC-BVI, Inc.
 
SC Fundamental BVI, Inc.
 
Peter M. Collery
 
Neil H. Koffler
 
John T. Bird
 
David A. Hurwitz
 
SC Fundamental LLC Employee Savings & Profit Sharing Plan

EX-99.3 4 mm09-1411ffni_sc13ge3.htm EX.3 - BIRD POA mm09-1411ffni_sc13ge3.htm
Exhibit 3

POWER OF ATTORNEY

The undersigned, John T. Bird (hereinafter referred to as "Bird") does hereby make, constitute and appoint the person listed below as Bird’s true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act in the name and on behalf of Bird for and with respect to the matters hereinafter described.

Name of Attorney:                                           Neil H. Koffler

Attorney shall have the power and authority to do the following:

To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of Bird with regard to any securities owned by Bird or any of Bird’s affiliates.

And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for Bird in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon Bird without attestation.  The Power of Attorney conferred hereby shall not be delegable by Attorney.

Unless revoked by Bird, this Power of Attorney shall be governed under the laws of the State of New York and the authority of Attorney hereunder shall terminate on September 12, 2014.

IN WITNESS WHEREOF, Bird has caused this Power of Attorney to be executed and attested as of the 14th day of September, 2011.


 
 /s/ John T. Bird  
  John T. Bird   


Attest:
 
 
/s/ Mei Ying Siu  
Name:  Mei Ying Siu  

EX-99.4 5 mm09-1411ffni_sc13ge4.htm EX.4 - HURWITZ POA mm09-1411ffni_sc13ge4.htm
Exhibit 4

POWER OF ATTORNEY

The undersigned, David A. Hurwitz (hereinafter referred to as "Hurwitz") does hereby make, constitute and appoint the person listed below as Hurwitz’s true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act in the name and on behalf of Hurwitz for and with respect to the matters hereinafter described.

Name of Attorney:                                           Neil H. Koffler

Attorney shall have the power and authority to do the following:

To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of Hurwitz with regard to any securities owned by Hurwitz or any of Hurwitz’s affiliates.

And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for Hurwitz in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon Hurwitz without attestation.  The Power of Attorney conferred hereby shall not be delegable by Attorney.

Unless revoked by Hurwitz, this Power of Attorney shall be governed under the laws of the State of New York and the authority of Attorney hereunder shall terminate on September 12, 2014.

IN WITNESS WHEREOF, Hurwitz has caused this Power of Attorney to be executed and attested as of the 14th day of September, 2011.



 
 /s/  David A. Hurwitz  
 
David A. Hurwitz
  



Attest:

 
/s/ Mei Ying Siu  
Name:  Mei Ying Siu