CUSIP No. 01890A108
|
Page 2 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
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
300,142
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
300,142
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,142
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 3 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
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
94,685
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
94,685
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,685
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 4 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital Focused Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
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
61,810
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
61,810
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,810
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 5 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
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
70,773
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
70,773
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,773
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 6 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
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
456,637
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
456,637
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,637
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 7 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
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
70,773
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
70,773
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,773
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 8 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
527,410
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
527,410
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,410
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 01890A108
|
Page 9 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
John W. Palmer
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,050
|
||
8
|
SHARED VOTING POWER
527,410
|
|||
9
|
SOLE DISPOSITIVE POWER
2,050
|
|||
10
|
SHARED DISPOSITIVE POWER
527,410
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,460
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 01890A108
|
Page 10 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Richard J. Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
8,280
|
||
8
|
SHARED VOTING POWER
531,910
|
|||
9
|
SOLE DISPOSITIVE POWER
8,280
|
|||
10
|
SHARED DISPOSITIVE POWER
531,910
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,190
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 01890A108
|
Page 11 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Robin Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
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
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 01890A108
|
Page 12 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Caitlin Anne Lashley 2010 Trust
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 01890A108
|
Page 13 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Danielle Morgan Lashley 2010 Trust
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
o
|
||
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
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 01890A108
|
Page 14 of 26 Pages
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
|
·
|
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
|
CUSIP No. 01890A108
|
Page 15 of 26 Pages
|
|
·
|
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; and
|
|
·
|
Dr. Robin Lashley, 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;
|
CUSIP No. 01890A108
|
Page 16 of 26 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: (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.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
CUSIP No. 01890A108
|
Page 17 of 26 Pages
|
CUSIP No. 01890A108
|
Page 18 of 26 Pages
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Company
|
CUSIP No. 01890A108
|
Page 19 of 26 Pages
|
(A)
|
Financial Edge Fund
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Financial Edge Fund made the following purchases (and no sales) of Common Stock in the past 60 days:
|
Date
|
Number of Shares
Purchased
|
Price Per Share ($)
|
Total Cost($)
|
|||||||||
04/18/2011
|
1,100 | $ | 11.00 | $ | -12,159 | |||||||
04/27/2011
|
1,500 | $ | 10.82 | $ | -16,308 | |||||||
05/06/2011
|
3,150 | $ | 10.90 | $ | -34,503 |
|
(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
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Financial Edge Strategic made the following purchases (and no sales) of Common Stock in the past 60 days:
|
Date
|
Number of Shares
Purchased
|
Price Per Share ($)
|
Total Cost($)
|
|||||||||
04/27/2011
|
500 | $ | 10.82 | $ | -5,443 | |||||||
05/06/2011
|
1,600 | $ | 10.90 | $ | -17,530 |
|
(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 20 of 26 Pages
|
(C)
|
Goodbody/PL LP
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Goodbody/PL LP made the following purchases (and no sales) of Common Stock in the past 60 days:
|
Date
|
Number of Shares
Purchased
|
Price Per Share ($)
|
Total Cost($)
|
|||||||||
04/27/2011
|
500 | $ | 10.82 | $ | -5,443 |
|
(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.
|
(D)
|
Focused Fund
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Focused Fund made the following purchases (and no sales) of Common Stock in the past 60 days:
|
Date
|
Number of Shares
Purchased
|
Price Per Share ($)
|
Total Cost($)
|
|||||||||
04/27/2011
|
1,200 | $ | 10.82 | $ | -13,048 | |||||||
05/06/2011
|
1,550 | $ | 10.90 | $ | -16,983 |
|
(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 21 of 26 Pages
|
(E)
|
PL Capital
|
(a)-(b)
|
See cover page.
|
|
(c)
|
PL Capital has made no purchases or sales of Common Stock directly.
|
|
(d)
|
PL Capital is the General Partner of Financial Edge Fund and Financial Edge Strategic. 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 and Financial Edge Strategic.
|
(F)
|
PL Capital Advisors
|
(a)-(b)
|
See cover page.
|
|
(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.
|
(G)
|
Goodbody/PL LLC
|
(a)-(b)
|
See cover page.
|
|
(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 22 of 26 Pages
|
(H)
|
John W. Palmer
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Mr. Palmer made no purchases or sales of Common Stock in the past 60 days from the date this Amended Schedule 13D was filed.
|
(I)
|
Richard J. Lashley
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Mr. Lashley made no purchases or sales of Common Stock in the past 60 days from the date this Amended Schedule 13D was filed.
|
(J)
|
Dr. Robin Lashley
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Dr. Lashley made no purchases or sales of Common Stock in the past 60 days from the date this Amended Schedule 13D was filed.
|
(K)
|
Caitlin Anne Lashley 2010 Trust
|
(a)-(b)
|
See cover page.
|
|
(c)
|
The Trust made no purchases or sales of Common Stock in the past 60 days from the date this Amended Schedule 13D was filed.
|
(L)
|
Danielle Morgan Lashley 2010 Trust
|
(a)-(b)
|
See cover page.
|
|
(c)
|
The Trust made no purchases or sales of Common Stock in the past 60 days from the date this Amended Schedule 13D was filed.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
|
CUSIP No. 01890A108
|
Page 23 of 26 Pages
|
Item 7.
|
Material to be Filed as Exhibits
|
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.
|
CUSIP No. 01890A108
|
Page 24 of 26 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
|
CUSIP No. 01890A108
|
Page 25 of 26 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
|
||
CAITLIN ANNE LASHLEY 2010 TRUST
|
|||
By:
|
/s/ Richard J. Lashley
|
||
Richard Lashley
|
|||
Trustee
|
CUSIP No. 01890A108
|
Page 26 of 26 Pages
|
DANIELLE MORGAN LASHLEY 2010 TRUST
|
|||
By:
|
/s/ Richard J. Lashley
|
||
Richard Lashley
|
|||
Trustee
|
By:
|
/s/ John W. Palmer
|
John W. Palmer
|
|
By:
|
/s/ Richard J. Lashley
|
Richard J. Lashley
|
|
By:
|
/s/ Robin Lashley
|
Robin Lashley
|
|
(1)
|
Exercise Price (Section 8.02):
|
|
(2)
|
Life of Option in a Change in Control (Section 8.04(b)):
|
|
(3)
|
Lack of Performance Criteria in Vesting Formula (Section 8.03, et al):
|
Richard Lashley
|
John Wm. Palmer
|
Principal
|
Principal
|