0000919574-16-009656.txt : 20160127 0000919574-16-009656.hdr.sgml : 20160127 20160127162150 ACCESSION NUMBER: 0000919574-16-009656 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160127 DATE AS OF CHANGE: 20160127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Regional Management Corp. CENTRAL INDEX KEY: 0001519401 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 570847115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86802 FILM NUMBER: 161365287 BUSINESS ADDRESS: STREET 1: 509 WEST BUTLER ROAD CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 864-422-8011 MAIL ADDRESS: STREET 1: 509 WEST BUTLER ROAD CITY: GREENVILLE STATE: SC ZIP: 29607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECOND CURVE CAPITAL LLC CENTRAL INDEX KEY: 0001136704 IRS NUMBER: 134096446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 350 FIFTH AVENUE STREET 2: SUITE 4730 CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: 646-563-7635 MAIL ADDRESS: STREET 1: 350 FIFTH AVENUE STREET 2: SUITE 4730 CITY: NEW YORK STATE: NY ZIP: 10118 SC 13G/A 1 d7018610_13g-a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*


Regional Management Corp.
(Name of Issuer)


Common Stock, $.10 par value
(Title of Class of Securities)


75902K106
(CUSIP Number)


December 31, 2015
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[x]  Rule 13d-1(b)

[_]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No
75902K106
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Second Curve Capital, LLC
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [x]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
5.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
1,245,557
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,245,557
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,245,557
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
9.6%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO, IA
 
 

CUSIP No
75902K106
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Thomas K. Brown
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [x]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
1,245,557
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,245,557
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,245,557
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
9.6%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN, HC
 


Item 1.
(a).
Name of Issuer:
 
       
   
Regional Management Corp.
 

 
(b).
Address of issuer's principal executive offices:
 
       
   
509 West Butler Road
 
   
Greenville, South Carolina 29607
 

Item 2.
(a).
Name of person filing:
 
       
   
Second Curve Capital, LLC
Thomas K. Brown
 

 
(b).
Address or principal business office or, if none, residence:
 
       
   
Second Curve Capital, LLC
 
350 5th Ave, Suite 4730
New York, NY 10118
United States of America
 
Thomas K. Brown
 
c/o Second Curve Capital, LLC
350 5th Ave, Suite 4730
New York, New York 10118
United States of America
 

 
(c).
Citizenship:
 
       
   
Second Curve Capital, LLC - Delaware
Thomas K. Brown – United States
 

 
(d).
Title of class of securities:
 
       
   
Common Stock, $.10 par value
 

 
(e).
CUSIP No.:
 
       
   
75902K106
 

Item 3.
 
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).



 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[X]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[X]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
       
 

Item 4. 
Ownership. 
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Second Curve Capital, LLC – 1,245,557
Thomas K. Brown - 1,245,557

 
(b)
Percent of class:
     
   
Second Curve Capital, LLC – 9.6%
Thomas K. Brown – 9.6%

 
(c)
Number of shares as to which the person has:

   
(i)
Sole power to vote or to direct the vote
   
     
Second Curve Capital, LLC – 0
Thomas K. Brown – 0
 
         
   
(ii)
Shared power to vote or to direct the vote
   
     
Second Curve Capital, LLC – 1,245,557
Thomas K. Brown – 1,245,557
 
         
 

   
(iii)
Sole power to dispose or to direct the disposition of
   
     
Second Curve Capital, LLC – 0
Thomas K. Brown – 0
 
         
   
(iv)
Shared power to dispose or to direct the disposition of
   
     
Second Curve Capital, LLC – 1,245,557
Thomas K. Brown – 1,245,557
   
         

 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 

Item 5. 
Ownership of Five Percent or Less of a Class. 
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
 
 
Not applicable
   

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
   
 
The securities reported in this Schedule 13G, which are beneficially owned by Second Curve Capital, LLC and Thomas K. Brown, are owned by advisory clients of Second Curve Capital, LLC, none of which owns more than 5% of the class.
   
 

Item 7. 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. 
 
 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
Not applicable
   
 


Item 8. 
Identification and Classification of Members of the Group. 
 
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
Not applicable
   
 

Item 9. 
Notice of Dissolution of Group. 
 
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
Not applicable
   


Item 10.
Certification.

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.




SECOND CURVE CAPITAL, LLC
     
By:
/s/ Thomas K. Brown
Name:
Thomas K. Brown
Title:
Managing Member
     
     
/s/ Thomas K. Brown*
Thomas K. Brown
     
     
Date:
January 27, 2016
     
     
     

* The Reporting Person disclaims beneficial ownership in the common stock reported herein except to the extent of his pecuniary interest therein.


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


EXHIBIT A

AGREEMENT

The undersigned agree that this Schedule 13G Amendment dated January 27, 2016 relating to the Common Stock, $.10 par value of Regional Management Corp. shall be filed on behalf of the undersigned.



SECOND CURVE CAPITAL, LLC
     
By:
/s/ Thomas K. Brown
Name:
Thomas K. Brown
Title:
Managing Member
     
     
/s/ Thomas K. Brown*
Thomas K. Brown