FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Regional Management Corp. [ RM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/14/2013 | M(2) | 2,000 | A | $15 | 329,220 | I | see footnote(2) | ||
Common Stock | 180,000 | I | see footnote(3) | |||||||
Common Stock | 60,000 | I | see footnote(4) | |||||||
Common Stock | 61,505 | I | see footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $15 | 08/14/2013 | M | 2,000 | (1) | 03/27/2022 | Common Stock | 2,000 | $0 | 8,000 | D |
Explanation of Responses: |
1. The exercised portion of the option vested on March 27, 2013. The unexercisable portion of the option vests in four equal annual installments beginning on March 27, 2014. |
2. The reporting person holds the exercised stock option in his individual capacity, but upon exercise, the reporting person directed the Issuer to issue the shares in the name of the Richard A. Godley, Sr. Revocable Trust. As a result, these shares of common stock of the Issuer are held by the Richard A. Godley, Sr. Revocable Trust. The reporting person is the sole trustee of the Richard A. Godley, Sr. Revocable Trust. |
3. These shares of common stock of the Issuer are held by the Tyler Godley Children 2012 Irrevocable Trust, dated December 17, 2012. The reporting person's wife, Pamela Denise Godley, is the trustee of the Tyler Godley Children 2012 Irrevocable Trust, dated December 17, 2012. |
4. These shares of common stock of the Issuer are held by the Haylei D. Tucker Family 2012 Irrevocable Trust, dated December 17, 2012. The reporting person's wife, Pamela Denise Godley, is the trustee of the Haylei D. Tucker Family 2012 Irrevocable Trust, dated December 17, 2012. |
5. These shares of common stock of the Issuer are held by the Pamela Denise Godley Revocable Trust. The reporting person's wife, Pamela Denise Godley, is the trustee of the Pamela Denise Godley Revocable Trust. |
Remarks: |
Mr. Godley disclaims beneficial ownership of the shares of common stock of the Issuer reported herein, except to the extent of his pecuniary interest therein. The filing of this Statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act or otherwise, Mr. Godley is the beneficial owner of the shares of common stock of the Issuer reported herein. |
/s/ A. Michelle Masters, attorney-in-fact | 08/16/2013 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |