CUSIP No. 59161R101
|
Page 1 of 20 Pages
|
Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL 60654-5313
(312) 832-4549
|
Peter D. Fetzer
Foley & Lardner LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202-5306
(414) 297-5596
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CUSIP No. 59161R101
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Page 2 of 20 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
1,017,825
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,017,825
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,825
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 59161R101
|
Page 3 of 20 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
639,985
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
639,985
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,985
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 59161R101
|
Page 4 of 20 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
257,699
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
257,699
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,699
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 59161R101
|
Page 5 of 20 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
120,141
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
120,141
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,141
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 59161R101
|
Page 6 of 20 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
225,104
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
225,104
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,104
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 59161R101
|
Page 7 of 20 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
225,104
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
225,104
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,104
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
||||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 59161R101
|
Page 8 of 20 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
1,242,929
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
1,242,929
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,929
|
||||
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
OO
|
CUSIP No. 59161R101
|
Page 9 of 20 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
|
|||
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
250
|
||
8
|
SHARED VOTING POWER
1,242,929
|
|||
9
|
SOLE DISPOSITIVE POWER
250
|
|||
10
|
SHARED DISPOSITIVE POWER
1,242,929
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,179
|
|||
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
IN
|
CUSIP No. 59161R101
|
Page 10 of 20 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
|
||||
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
4,000
|
|||
8
|
SHARED VOTING POWER
1,242,929
|
||||
9
|
SOLE DISPOSITIVE POWER
4,000
|
||||
10
|
SHARED DISPOSITIVE POWER
1,242,929
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,246,929
|
||||
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
IN
|
CUSIP No. 59161R101
|
Page 11 of 20 Pages
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
●
|
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, Goodbody/PL Capital, L.P. and Focused Fund;
|
●
|
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 Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, and (2) an individual; and
|
●
|
Richard J. Lashley, as (1) a Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, and (2) 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;
|
CUSIP No. 59161R101
|
Page 12 of 20 Pages
|
|
(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 an individual.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
CUSIP No. 59161R101
|
Page 13 of 20 Pages
|
Item 4.
|
Purpose of Transaction
|
CUSIP No. 59161R101
|
Page 14 of 20 Pages
|
CUSIP No. 59161R101
|
Page 15 of 20 Pages
|
Item 5.
|
Interest in Securities of the Company
|
(A)
|
Financial Edge Fund
|
|
(c)
|
Financial Edge Fund made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
|
|
(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 disposition power with Financial Edge Fund with regard to those shares of Common Stock.
|
(B)
|
Financial Edge Strategic
|
|
(c)
|
Financial Edge Strategic made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
|
|
(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 disposition power with Financial Edge Strategic with regard to those shares of Common Stock.
|
(C)
|
Focused Fund
|
CUSIP No. 59161R101
|
Page 16 of 20 Pages
|
|
(c)
|
Focused Fund made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
|
|
(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 with Focused Fund with regard to those shares of Common Stock.
|
(D)
|
Goodbody/PL LP
|
|
(c)
|
Goodbody/PL LP made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
|
|
(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, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.
|
|
(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, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to 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.
|
CUSIP No. 59161R101
|
Page 17 of 20 Pages
|
|
(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, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to 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. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.
|
|
(c)
|
Mr. Palmer made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
|
|
(c)
|
Mr. Lashley made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
|
CUSIP No. 59161R101
|
Page 18 of 20 Pages
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement*
|
2
|
Letter to Metro Bancorp CEO Gary Nalbandian dated June 18, 2014*
|
3
|
Letter to Metro Bancorp CEO Gary Nalbandian dated October 14, 2014*
|
4
|
PL Capital press release dated October 14, 2014*
|
5
|
Demand Letter to Metro Bancorp Corporate Secretary Peter J. Ressler dated October 15, 2014*
|
6
|
Nomination Letter from John Palmer to Metro Bancorp dated October 20, 2014
|
7
|
PL Capital press release dated October 20, 2014
|
* Previously filed.
|
|
CUSIP No. 59161R101
|
Page 19 of 20 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
|
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
|
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
|
CUSIP No. 59161R101
|
Page 20 of 20 Pages
|
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
|
By: /s/ John W. Palmer
John W. Palmer
|
By: /s/ Richard J. Lashley
Richard J. Lashley
|
Name
|
Age
|
Business Address
|
Residence Address
|
Richard J. Lashley
|
56
|
PL Capital, LLC
67 Park Place East
Suite 675
Morristown, NJ 07960
|
2 Trinity Place
Warren, NJ 07059
|
William A. Houlihan
|
59
|
Same as residence
|
92 Bonnie Way
Allendale, NJ 07421
|
Richard J. Lashley:
|
Since 1996 Mr. Lashley has been a principal and managing member of PL Capital, LLC and its affiliates. PL Capital is an investment firm specializing in community banks and thrifts. He has served on a number of bank and thrift boards since co-founding PL Capital. Prior to 1996, Mr. Lashley was a CPA at KPMG, where he specialized in providing professional advisory and auditing services to banks and thrifts.
|
William A. Houlihan:
|
Mr. Houlihan currently serves as a board member of three publicly-traded companies (Five Oaks Investment Corp., a mortgage REIT; Tiptree Financial Inc., a financial services company; and First Physicians Capital Group, Inc., a health care investment company). From 2001 to 2014 he previously served as a board member and/or senior executive of numerous private and publicly-traded companies and banks, including CFO of three bank holding companies and/or banks. At various times from 1981 to 2007 Mr. Houlihan was also an investment banker at various investment banking firms, where he specialized in financial institutions.
|
Name of Nominee
|
Class
|
Amount
|
Richard J. Lashley
|
Common
|
1,246,929*
|
William A. Houlihan
|
Common
|
0
|
●
|
Tiptree Financial Inc.
|
●
|
Five Oaks Investment Corp.
|
●
|
First Physicians Capital Group, Inc.
|
●
|
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.
|
●
|
John Palmer, as an individual.
|
Sincerely,
/s/ John W. Palmer
John W. Palmer
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
10/18/2012
|
500
|
11/13/2012
|
2,614
|
11/14/2012
|
8,000
|
11/15/2012
|
1,100
|
08/27/2013
|
3,600
|
01/29/2014
|
4,663
|
02/05/2014
|
16,000
|
02/07/2014
|
5,000
|
02/10/2014
|
9,180
|
02/18/2014
|
(2,500)
|
03/14/2014
|
2,676
|
03/17/2014
|
2,488
|
03/18/2014
|
649
|
03/18/2014
|
1,100
|
03/21/2014
|
5,200
|
03/21/2014
|
9,117
|
03/24/2014
|
19,000
|
03/26/2014
|
4,600
|
03/26/2014
|
23,813
|
03/27/2014
|
18,000
|
03/28/2014
|
3,280
|
03/28/2014
|
3,100
|
04/04/2014
|
2,300
|
04/09/2014
|
5,200
|
04/10/2014
|
2,900
|
04/11/2014
|
2,152
|
04/14/2014
|
5,900
|
04/14/2014
|
47,100
|
04/14/2014
|
1,000
|
04/28/2014
|
846
|
05/01/2014
|
7,068
|
05/01/2014
|
3,900
|
05/05/2014
|
3,548
|
05/06/2014
|
6,984
|
05/15/2014
|
7,000
|
05/16/2014
|
2,860
|
05/21/2014
|
4,504
|
05/22/2014
|
71,000
|
06/04/2014
|
4,500
|
06/05/2014
|
6,500
|
06/18/2014
|
3,436
|
10/14/2014
|
12,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/14/2012
|
3,700
|
08/27/2013
|
1,500
|
12/11/2013
|
2,485
|
01/29/2014
|
2,000
|
01/30/2014
|
9,000
|
01/31/2014
|
16,000
|
02/04/2014
|
12,661
|
02/05/2014
|
158
|
02/05/2014
|
5,000
|
03/21/2014
|
5,000
|
03/21/2014
|
9,000
|
03/24/2014
|
8,800
|
03/27/2014
|
9,551
|
04/09/2014
|
2,100
|
04/10/2014
|
4,968
|
04/14/2014
|
20,000
|
05/01/2014
|
4,000
|
05/15/2014
|
3,719
|
05/22/2014
|
29,592
|
06/04/2014
|
2,000
|
06/05/2014
|
2,400
|
10/14/2014
|
6,200
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/14/2012
|
2,700
|
11/16/2012
|
804
|
08/27/2013
|
1,200
|
08/28/2013
|
300
|
01/29/2014
|
1,500
|
02/05/2014
|
4,000
|
03/24/2014
|
7,100
|
03/27/2014
|
5,000
|
04/09/2014
|
1,700
|
04/14/2014
|
11,700
|
05/01/2014
|
2,000
|
05/15/2014
|
2,000
|
05/22/2014
|
25,000
|
06/04/2014
|
1,800
|
06/05/2014
|
2,327
|
10/14/2014
|
34,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
11/14/2012
|
2,391
|
08/27/2013
|
887
|
01/28/2014
|
118
|
01/29/2014
|
1,000
|
02/03/2014
|
536
|
03/24/2014
|
5,231
|
03/27/2014
|
3,200
|
04/09/2014
|
1,000
|
04/14/2014
|
7,600
|
04/25/2014
|
3,300
|
05/01/2014
|
2,000
|
05/15/2014
|
1,400
|
05/22/2014
|
12,000
|
06/04/2014
|
1,509
|
06/05/2014
|
1,200
|
06/18/2014
|
1,200
|
10/14/2014
|
2,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
10/14/2014
|
4,000
|
Transaction Date
|
Number of Shares (Sold) Purchased
|
9/18/2014
|
200
|
9/18/2014
|
50
|
Name and Address
|
Shares Held Beneficially
|
Percent of Class
|
Shares Held By
Non-Participant Associates
|
Richard Lashley
2 Trinity Place
Warren, NJ 07059
|
1,246,929(1)
|
8.8%
|
0
|
John Palmer
4216 Richwood Court
Naperville, IL 60540
|
1,243,179(2)
|
8.8%
|
0
|
PL Capital, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
1,017,825(3)
|
7.2%
|
0
|
PL Capital Advisors, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
1,242,929(4)
|
8.8%
|
0
|
Financial Edge Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
639,985
|
4.5%
|
0
|
Financial Edge-Strategic Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
257,699
|
1.8%
|
0
|
PL Capital/Focused Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
120,141
|
0.8%
|
0
|
Goodbody/PL Capital, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
225,104(5)
|
1.6%
|
0
|
Goodbody/PL Capital, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
|
225,104
|
1.6%
|
0
|
Mr. William A. Houlihan
92 Bonnie Road
Allendale, NJ 07421
|
0
|
0
|
0
|
/s/ Richard J. Lashley
Richard J. Lashley
|
/s/ William A. Houlihan
William A. Houlihan
|