CUSIP No. 01890A108
|
Page 1 of 34 Pages
|
CUSIP No. 01890A108
|
Page 2 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC, OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
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
251,142
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
251,142
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,142
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 3 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC, OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
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
82,885
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
82,885
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,885
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 4 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital Focused Fund, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC, OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
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
46,546
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
46,546
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,546
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 5 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC, OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
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
52,973
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
52,973
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,973
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 6 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
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
380,573
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
380,573
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,573
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 7 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
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
52,973
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
52,973
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,973
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 8 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
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
433,546
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
433,546
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,546
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 9 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
John W. Palmer
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
AF, PF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
3,150
|
|||
8
|
SHARED VOTING POWER
433,546
|
||||
9
|
SOLE DISPOSITIVE POWER
3,150
|
||||
10
|
SHARED DISPOSITIVE POWER
433,546
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
436,696
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
|
||||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 01890A108
|
Page 10 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Richard J. Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF, PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,500
|
||
8
|
SHARED VOTING POWER
436,046
|
|||
9
|
SOLE DISPOSITIVE POWER
2,500
|
|||
10
|
SHARED DISPOSITIVE POWER
436,046
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,546
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 01890A108
|
Page 11 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Robin Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
2,500
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
2,500
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 01890A108
|
Page 12 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Caitlin Anne Lashley 2010 Trust
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
1,000
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
1,000
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
||||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 01890A108
|
Page 13 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Danielle Morgan Lashley 2010 Trust
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
AF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
1,000
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
1,000
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
||||
14
|
TYPE OF REPORTING PERSON
OO
|
||||
CUSIP No. 01890A108
|
Page 14 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Beth Lashley, Trustee for the Lashley Family 2011 Trust
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC, OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
8,280
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
8,280
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,280
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
||||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 01890A108
|
Page 15 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
Howard Henick
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
PF
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
10,000
|
|||
8
|
SHARED VOTING POWER
0
|
||||
9
|
SOLE DISPOSITIVE POWER
10,000
|
||||
10
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
||||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 01890A108
|
Page 16 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
ScurlyDog Capital, LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
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
29,289
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
29,289
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,289
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 17 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
SD Capital Partners, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
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
29,289
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
29,289
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,289
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 18 of 34 Pages
|
1
|
NAME OF REPORTING PERSON
SD Financial Institutions and Value Opportunity Fund, LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC, OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|||
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
29,289
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
29,289
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,289
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 19 of 34 Pages
|
●
|
SD Financial Institutions and Value Opportunity Fund, LP, a Delaware limited partnership (“SD Fund”);
|
●
|
SD Capital Partners, LLC, a Delaware limited liability company and General Partner of SD Fund (“SD Capital”);
|
●
|
ScurlyDog Capital, LLC, a Delaware limited liability company and investment advisor to the SD Fund (“SD Advisor”); and
|
●
|
Howard Henick as a member of SD Capital, as a portfolio manager at SD Advisor, in his individual capacity and as a nominee for director.
|
CUSIP No. 01890A108
|
Page 20 of 34 Pages
|
●
|
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
|
●
|
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
|
●
|
PL Capital Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);
|
●
|
PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;
|
●
|
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P.;
|
●
|
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
|
●
|
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;
|
●
|
John W. Palmer, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual;
|
●
|
Richard Lashley, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC; (2) an individual; (3) Trustee of the Caitlin Anne Lashley 2010 Trust; (4) Trustee of the Danielle Morgan Lashley 2010 Trust; and (5) holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister;
|
●
|
Caitlin Anne Lashley 2010 Trust;
|
●
|
Danielle Morgan Lashley 2010 Trust;
|
●
|
Dr. Robin Lashley, as an individual;
|
●
|
Lashley Family 2011 Trust; and
|
●
|
Beth R. Lashley, as Trustee of the Lashley Family 2011 Trust.
|
CUSIP No. 01890A108
|
Page 21 of 34 Pages
|
|
(1)
|
shares of Common Stock held in the name of SD Fund, in Mr. Henick’s capacity as a member of SD Capital, the general partner of SD Fund, and in Mr. Henick’s capacity as portfolio manager of SD Advisor, the investment advisor for SD Fund; and
|
|
(2)
|
shares of Common Stock held by Mr. Henick as an individual.
|
|
(1)
|
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors, the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;
|
|
(2)
|
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC, the General Partner of Goodbody/PL LP and (B) PL Capital Advisors, the investment advisor for Goodbody/PL LP;
|
|
(3)
|
shares of Common Stock held by Mr. Palmer as an individual; and
|
|
(4)
|
shares of Common Stock held by Mr. Lashley as: (A) an individual; (B) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley; (C) Trustee for the Caitlin Anne Lashley 2010 Trust; and (D) Trustee for the Danielle Morgan Lashley 2010 Trust.
|
CUSIP No. 01890A108
|
Page 22 of 34 Pages
|
CUSIP No. 01890A108
|
Page 23 of 34 Pages
|
CUSIP No. 01890A108
|
Page 24 of 34 Pages
|
CUSIP No. 01890A108
|
Page 25 of 34 Pages
|
(A)
|
Financial Edge Fund
|
|
(c)
|
Financial Edge Fund made the following sales (and no purchases) of Common Stock within the past 60 days:
|
Trade Date
|
Number of Shares (Sold)
|
Price Per Share
|
Where and How Transaction Effected
|
10/16/13
|
(14,000)
|
$14.50
|
Open market sale
|
11/14/13
|
(25,000)
|
$14.80
|
Open market sale
|
|
(d)
|
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Financial Edge Fund holds.
|
(B)
|
Financial Edge Strategic
|
|
(c)
|
Financial Edge Strategic made the following sale (and no purchases) of Common Stock within the past 60 days:
|
Trade Date
|
Number of Shares (Sold)
|
Price Per Share
|
Where and How Transaction Effected
|
11/14/13
|
(8,000)
|
$14.80
|
Open market sale
|
|
(d)
|
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Financial Edge Strategic holds.
|
CUSIP No. 01890A108
|
Page 26 of 34 Pages
|
|
(c)
|
Goodbody/PL LP made the following sale (and no purchases) of Common Stock within the past 60 days:
|
Trade Date
|
Number of Shares (Sold)
|
Price Per Share
|
Where and How Transaction Effected
|
11/14/13
|
(5,000)
|
$14.80
|
Open market sale
|
|
(d)
|
Goodbody/PL LLC is the General Partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock held by Goodbody/PL LP.
|
|
(c)
|
Focused Fund made the following sales (and no purchases) of Common Stock within the past 60 days:
|
Trade Date
|
Number of Shares (Sold)
|
Price Per Share
|
Where and How Transaction Effected
|
10/16/13
|
(3,000)
|
$14.50
|
Open market sale
|
11/14/13
|
(5,000)
|
$14.80
|
Open market sale
|
|
(d)
|
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Focused Fund holds.
|
CUSIP No. 01890A108
|
Page 27 of 34 Pages
|
|
(c)
|
PL Capital has made no purchases or sales of Common Stock directly.
|
|
(d)
|
PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.
|
|
(c)
|
PL Capital Advisors has made no purchases or sales of Common Stock directly.
|
|
(d)
|
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Advisors over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.
|
|
(c)
|
Goodbody/PL LLC has made no purchases or sales of Common Stock directly.
|
|
(d)
|
Goodbody/PL LLC is the General Partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock held by Goodbody/PL LP.
|
CUSIP No. 01890A108
|
Page 28 of 34 Pages
|
|
(c)
|
Mr. Palmer made the following purchase (and no sales) of Common Stock within the past 60 days:
|
Trade Date
|
Number of Shares Purchased
|
Price Per Share
|
Where and How Transaction Effected
|
10/30/13
|
100
|
$14.70
|
Open market purchase
|
|
(c)
|
Mr. Lashley made the following purchase (and no sales) of Common Stock within the past 60 days:
|
Trade Date
|
Number of Shares Purchased
|
Price Per Share
|
Where and How Transaction Effected
|
10/30/13
|
500
|
$14.70
|
Open market purchase
|
|
(c)
|
Dr. Lashley made no purchases or sales of Common Stock within the past 60 days.
|
|
(c)
|
The Trust made no purchases or sales of Common Stock within the past 60 days.
|
|
(c)
|
The Trust made no purchases or sales of Common Stock within the past 60 days.
|
|
(c)
|
The Trust made no purchases or sales of Common Stock within the past 60 days.
|
CUSIP No. 01890A108
|
Page 29 of 34 Pages
|
|
(c)
|
Beth Lashley made no purchases or sales of Common Stock within the past 60 days.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
|
CUSIP No. 01890A108
|
Page 30 of 34 Pages
|
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement.
|
2
|
PL Capital, LLC’s Presentation to Senior Management of Alliance Bancorp, Inc. of Pennsylvania, dated October 16, 2007.*
|
3
|
Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania, dated April 25, 2008.*
|
4
|
Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania, dated June 14, 2011.*
|
5
|
Letter from Richard Lashley and John Wm. Palmer to Alliance Bancorp, Inc. of Pennsylvania dated June 24, 2011.*
|
6
|
Nomination Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania dated November 19, 2013.
|
CUSIP No. 01890A108
|
Page 31 of 34 Pages
|
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
CUSIP No. 01890A108
|
Page 32 of 34 Pages
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
CAITLIN ANNE LASHLEY 2010 TRUST
By: /s/ Richard Lashley
Richard Lashley
Trustee
|
CUSIP No. 01890A108
|
Page 33 of 34 Pages
|
DANIELLE MORGAN LASHLEY 2010 TRUST
By: /s/ Richard Lashley
Richard Lashley
Trustee
|
LASHLEY FAMILY 2011 TRUST
By: /s/ Beth Lashley
Beth Lashley
Trustee
|
SD FINANCIAL INSTITUTIONS AND VALUE OPPORTUNITY FUND, LP
By: SD CAPITAL PARTNERS, LLC
General Partner
By: /s/ Howard Henick
Howard Henick
Member
|
SCURLYDOG CAPITAL, LLC
By: /s/ Howard Henick
Howard Henick
Authorized Representative
|
SD CAPITAL PARTNERS, LLC
By: /s/ Howard Henick
Howard Henick
Member
|
CUSIP No. 01890A108
|
Page 34 of 34 Pages
|
By: /s/ John W. Palmer
John W. Palmer
|
By: /s/ Richard J. Lashley
Richard J. Lashley
|
By: /s/ Robin Lashley
Robin Lashley
|
By: /s/ Beth Lashley
Beth Lashley
|
By: /s/ Howard Henick
Howard Henick
|
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
CAITLIN ANNE LASHLEY 2010 TRUST
By: /s/ Richard Lashley
Richard Lashley
Trustee
|
DANIELLE MORGAN LASHLEY 2010 TRUST
By: /s/ Richard Lashley
Richard Lashley
Trustee
|
LASHLEY FAMILY 2011 TRUST
By: /s/ Beth Lashley
Beth Lashley
Trustee
|
SD FINANCIAL INSTITUTIONS AND VALUE OPPORTUNITY FUND, LP
By: SD CAPITAL PARTNERS, LLC
General Partner
By: /s/ Howard Henick
Howard Henick
Member
|
SCURLYDOG CAPITAL, LLC
By: /s/ Howard Henick
Howard Henick
Authorized Representative
|
SD CAPITAL PARNTERS, LLC
By: /s/ Howard Henick
Howard Henick
Member
|
By: /s/ John W. Palmer
John W. Palmer
|
By: /s/ Richard J. Lashley
Richard J. Lashley
|
By: /s/ Robin Lashley
Robin Lashley
|
By: /s/ Beth Lashley
Beth Lashley
|
By: /s/ Howard Henick
Howard Henick
|
Name
|
Age
|
Business Address
|
Residence Address
|
Howard Henick
|
57
|
ScurlyDog Capital, LLC
4 Willowbrook Road
Rumson, NJ 07760
|
26 Highland Avenue
Chatham, NJ 07760
|
Howard Henick:
|
Since June 2008, Mr. Henick has been an Equity Portfolio Manager at ScurlyDog Capital, LLC. Mr. Henick is a member of SD Capital Partners, LLC, the general partner of SD Financial Institutions and Value Opportunity Fund, LP. ScurlyDog Capital, LLC is a New Jersey state-registered investment advisor specializing in community bank and thrift equities. From 1998 to 2007 Mr. Henick was an Executive Director at Morgan Stanley & Co. Prior to that, he was an Executive Director at Deutsche Bank Securities (1997-98), an Associate then a VP at Goldman Sachs (1985-1997) and an Associate Attorney at Cahill Gordon & Reindel (1981-85).
|
Name of Nominee
|
Class
|
Amount
|
Howard Henick
|
Common
|
39,289*
|
Name
|
Age
|
Business Address
|
Residence Address
|
Richard Lashley
|
55
|
PL Capital, LLC
67 Park Place East
Suite 675
Morristown, NJ 07960
|
2 Trinity Place
Warren, NJ 07059
|
Richard Lashley:
|
Since January, 1996, Mr. Lashley has been a principal, co-owner and managing member of PL Capital, LLC. PL Capital, LLC is a member of the PL Capital Group. Prior to forming PL Capital, LLC, Mr. Lashley worked at KPMG Peat Marwick from 1984 to 1996. Mr. Lashley is a Certified Public Accountant (New Jersey—license status inactive).
|
Name of Nominee
|
Class
|
Amount
|
Richard Lashley
|
Common
|
438,546*
|
●
|
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”).
|
●
|
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”).
|
●
|
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).
|
●
|
PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund (“PL Capital”).
|
●
|
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).
|
●
|
Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).
|
●
|
PL Capital Advisors, LLC, a Delaware limited liability company and the investment advisor to Financial Edge Fund. Financial Edge Strategic, Goodbody/PL LP and the Focused Fund (“PL Capital Advisors”).
|
●
|
John Palmer and Richard Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
|
●
|
Richard Lashley, as an individual, as a Trustee of the Danielle Morgan Lashley 2010 Trust and the Caitlin Anne Lashley 2010 Trust and as holder of certain discretionary authority over an account held by Robin Lashley, his sister.
|
●
|
John Palmer, as an individual (directly and in his IRA).
|
●
|
The Caitlin Anne Lashley 2010 Trust.
|
●
|
The Danielle Morgan Lashley 2010 Trust.
|
●
|
Lashley Family 2011 Trust.
|
●
|
Beth Lashley, Trustee of the Lashley Family 2011 Trust.
|
●
|
Robin Lashley, as an individual.
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
12/12/11
|
400
|
11/20/12
|
100
|
02/28/13
|
(11,000)
|
10/16/13
|
(14,000)
|
11/14/13
|
(25,000)
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
02/28/13
|
(3,800)
|
11/14/13
|
(8,000)
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/27/12
|
200
|
02/28/13
|
(3,000)
|
11/14/13
|
(5,000)
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
02/28/13
|
(2,200)
|
08/12/13
|
(300)
|
08/30/13
|
(4,764)
|
10/16/13
|
(3,000)
|
11/14/13
|
(5,000)
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
10/30/13
|
500
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
10/30/13
|
100
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
None
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
None*
|
None*
|
*
|
SD Financial Institutions and Value Opportunity Fund, L.P. acquired the shares of Common Stock that it holds pursuant to in-kind contributions from its limited partners, which were effected at various times in 2012 and 2013.
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
none
|
none
|
Name and Address
|
Shares Held Beneficially
|
Percent of Class
|
Shares Held By
Non-Participant Associates
|
Richard Lashley
2 Trinity Place
Warren, NJ 07059
|
438,546 (1)
|
9.0%
|
0
|
John Palmer
4216 Richwood Court
Naperville, IL 60540
|
436,696(2)
|
8.9%
|
0
|
PL Capital, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
380,573
|
7.8%
|
0
|
PL Capital Advisors, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
433,546
|
8.8%
|
0
|
Financial Edge Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
251,142
|
5.1%
|
0
|
Financial Edge-Strategic Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
82,885
|
1.7%
|
0
|
PL Capital/Focused Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
46,546
|
1.0%
|
0
|
Goodbody/PL Capital, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
52,973
|
1.1%
|
0
|
Goodbody/PL Capital, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
52,973
|
1.1%
|
0
|
Lashley Family 2011 Trust
Beth Lashley, Trustee
2 Trinity Place
Warren, NJ 07059
|
8,280
|
0.2%
|
0
|
Robin Lashley
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
2,500
|
<0.1%
|
0
|
Caitlin Ann Lashley 2010 Trust
Richard Lashley, Trustee
2 Trinity Place
Warren, NJ 07059
|
1,000
|
<0.1%
|
0
|
Danielle Morgan Lashley 2010 Trust
Richard Lashley, Trustee
2 Trinity Place
Warren, NJ 07059
|
1,000
|
<0.1%
|
0
|
Howard Henick
26 Highland Avenue
Chatham, NJ 07928
|
39,289(3)
|
0.8%
|
0
|
SD Financial Institutions and Value Opportunity Fund, LP
4 Willowbrook Road
Rumson, NJ 0776029
|
29,289
|
0.6%
|
0
|
ScurlyDog Capital, LLC
4 Willowbrook Road
Rumson, NJ 07760
|
29,289
|
0.6%
|
0
|
SD Capital, LLC
4 Willowbrook Road
Rumson, NJ 07760
|
29,289
|
0.6%
|
0
|