SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Friedman Martin S.

(Last) (First) (Middle)
C/O FJ CAPITAL MANAGEMENT LLC
7901 JONES BRANCH DR. SUITE 210

(Street)
MCLEAN VA 22102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2022
3. Issuer Name and Ticker or Trading Symbol
OLD POINT FINANCIAL CORP [ OPOF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks Below
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 512,121 I See footnote(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Martin S Friedman (the "Reporting Person") is the managing member of FJ Capital Management LLC ("FJ Capital"), which is the managing member of and investment adviser to Financial Opportunity Fund LLC ("FOF"), Financial Hybrid Opportunity Fund LLC ("FHOF"), and Financial Hybrid Opportunity SPV 1 LLC ("HSPV"), (FOF, FHOF and HSPV, collectively, the "Funds") and investment adviser to a separately managed account ("SMA), each of which beneficially owns shares of the common stock of the issuer (the "Shares"). As a consequence of a earnings release by the issuer, FOF holds 308,627 Shares (ii) FHOF holds 76,173 Shares, (iii)HSPV holds 112,321 Shares, and (iv) the SMA holds 15,000 Shares. (continued in footnote 2)
2. (Footnote 1 continued) The Reporting Person, in his capacity as Managing Member of FJ Capital, has voting and dispositive power over the Shares held by the Funds and the SMA. Mr. Friedman disclaims beneficial ownership of the Shares reported herein, and this report shall not be deemed an admission of beneficial ownership of such Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
On April 29, 2022, Old Point Financial Corporation ("OPOF") filed a Form 8-K reporting results for Q1 2022. As a consequence, on May 4, 2022, FJ Capital learned that OPOF had repurchased 122,995 shares pursuant to its authorized share repurchase program (the "Q1 Repurchases"). The Q1 Repurchases resulted in a decrease in the number of such shares issued and outstanding and caused the Reporting Person's ownership to exceed ten percent (10%).
Martin Friedman 05/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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