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) 12/10/2013 | ||||||||||||||||||||||||||
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, par value $0.10 per share | 12/10/2013 | M | 4,000 | A | $15 | 658,232 | I | See footnotes(1)(4) | ||
Common Stock, par value $0.10 per share | 12/10/2013 | S | 658,232 | D | $29.605(2) | 0 | I | See footnotes(1)(4) |
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 | 12/10/2013 | M | 4,000 | (5) | 03/27/2022 | Common Stock | 4,000 | $0.00 | 16,000 | I | See footnote(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Includes 648,850 shares of common stock of Regional Management Corp. (the "Issuer") held directly by Parallel 2005 Equity Fund, LP and 4,691 shares of common stock held by each of Richard T. Dell'Aquila and Jared L. Johnson as nominee holders on behalf of Parallel 2005 Equity Fund, LP. |
2. This amount represents the $31.00 public offering price per share of the common stock of the Issuer less the underwriting discount of $1.395 per share. |
3. These securities are held by Richard T. Dell'Aquila and Jared L. Johnson as nominee holders on behalf of Parallel 2005 Equity Fund, LP. |
4. The general partner of Parallel 2005 Equity Fund, LP is Parallel 2005 Equity Partners, LP. The general partner of Parallel 2005 Equity Partners, LP is Parallel 2005 Equity Partners, LLC. F. Barron Fletcher, III is the managing member of Parallel 2005 Equity Partners, LLC. Mr. Johnson is a Managing Director of Parallel Investment Partners, LLC, which is an affiliate of Parallel 2005 Equity Partners, LLC. Mr. Dell'Aquila is a Managing Director of Parallel Investment Partners, LLC, which is an affiliate of Parallel 2005 Equity Partners, LLC. |
5. The option vests in five equal annual installments beginning on March 27, 2013. |
Remarks: |
Jared L. Johnson and Richard T. Dell'Aquila serve on the board of directors of the Issuer as representatives of the Reporting Persons. Jared L. Johnson is a Managing Director of Parallel Investment Partners, LLC, which is an affiliate of Parallel 2005 Equity Partners, LLC. Richard T. Dell'Aquila is a Managing Director of Parallel Investment Partners, LLC, which is an affiliate of Parallel 2005 Equity Partners, LLC. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Persons state that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of the Reporting Persons' pecuniary interest therein. |
Parallel 2005 Equity Fund, LP By: Parallel 2005 Equity Partners, LP, its General Partner for Parallel 2005 Equity Fund, LP, /s/ F. Barron Fletcher, III Name: F. Barron Fletcher, III, Title: Authorized Person | 12/12/2013 | |
Parallel 2005 Equity Partners, LP By: Parallel 2005 Equity Partners, LLC, its General Partner for Parallel 2005 Equity Partners, LP, /s/ F. Barron Fletcher, III, Name: F. Barron Fletcher, III, Title: Authorized Person | 12/12/2013 | |
Parallel 2005 Equity Partners, LLC, /s/ F. Barron Fletcher, III, Name: F. Barron Fletcher, III, Title: Authorized Person | 12/12/2013 | |
/s/ F. Barron Fletcher, III F. Barron Fletcher, III, | 12/12/2013 | |
** 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. |