0001567619-20-011555.txt : 20200602 0001567619-20-011555.hdr.sgml : 20200602 20200602183903 ACCESSION NUMBER: 0001567619-20-011555 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200529 FILED AS OF DATE: 20200602 DATE AS OF CHANGE: 20200602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LINDENBAUM BENNETT D CENTRAL INDEX KEY: 0000927942 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35477 FILM NUMBER: 20938494 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LINDENBAUM MATTHEW A CENTRAL INDEX KEY: 0000927943 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35477 FILM NUMBER: 20938495 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001085393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35477 FILM NUMBER: 20938496 BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-9500 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Basswood Capital Management LLC DATE OF NAME CHANGE: 20130814 FORMER NAME: FORMER CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 19990428 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 979 BATESVILLE ROAD STREET 2: SUITE B CITY: GREER STATE: SC ZIP: 29651 BUSINESS PHONE: 864-448-7000 MAIL ADDRESS: STREET 1: 979 BATESVILLE ROAD STREET 2: SUITE B CITY: GREER STATE: SC ZIP: 29651 4 1 doc1.xml FORM 4 X0306 4 2020-05-29 0 0001519401 Regional Management Corp. RM 0001085393 BASSWOOD CAPITAL MANAGEMENT, L.L.C. 645 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10022 1 0 1 1 Director-by-Deputization 0000927943 LINDENBAUM MATTHEW A BASSWOOD CAPITAL MANAGEMENT L.L.C. 645 MADISON AVENUE 10TH FLOOR NEW YORK NY 10022 1 0 1 1 Director-by-Deputization 0000927942 LINDENBAUM BENNETT D BASSWOOD CAPITAL MANAGEMENT, L.L.C. 645 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10022 1 0 1 1 Director-by-Deputization Common Stock, par value $0.10 per share ("Common Stock") 2020-05-29 4 A 0 6093 0 A 13149 I See footnotes Common Stock 815340 I See footnotes Common Stock 17575 I See footnotes Common Stock 39013 I See footnotes Common Stock 134705 I See footnotes Common Stock 343500 I See footnotes Common Stock 49857 I See footnotes See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Exhibit List: ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures BASSWOOD CAPITAL MANAGEMENT, L.L.C., by /s/ Matthew Lindenbaum 2020-06-02 EX-99.1 2 r35300870a.htm EXPLANATION OF RESPONSES
Designated Filer:
Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:
Regional Management Corp. [RM]
Date of Event Requiring Statement:
May 29, 2020

Explanation of Responses:
1.
This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum and Basswood Capital Management, L.L.C. (“BCM”) (collectively, the “Reporting Persons”). BCM is the investment manager or adviser to Basswood Financial Fund, Inc. (“BFF, Inc.”), Basswood Opportunity Partners, LP (“BOP”), Basswood Enhanced Long Short Fund, L.P., Basswood Financial Fund, LP (“BFF”), Basswood Financial Long Only Fund, LP (“BFLOF”) and Basswood Opportunity Fund, Inc. (“BOF”) (collectively, the “Funds”) and certain separate managed accounts managed by BCM (the “Managed Accounts”) and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of BCM and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts, and also directly hold shares of Common Stock.  In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds or Managed Accounts are reported herein. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent of any direct or indirect pecuniary interest therein. BCM also disclaims beneficial ownership of the shares held directly by Matthew Lindenbaum and Bennett Lindenbaum. Matthew Lindenbaum and Bennett Lindenbaum each disclaim beneficial ownership of the shares held directly by the other. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise.
Jonathan D. Brown, a senior analyst at BCM, serves on the board of directors of the Issuer as a representative of the Reporting Persons.  As a result, each of the Reporting Persons is a “director-by-deputization” solely for purposes of Section 16 of the Exchange Act.  By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the Reporting Persons may be deemed to be a beneficial owner of the shares of Common Stock issued to Jonathan D. Brown. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by Jonathan D. Brown.
2.
Common Stock held by Jonathan D. Brown.
3.
Common Stock held directly by certain separate Managed Accounts managed by BCM.
4.
Common Stock held directly by BFF, Inc.
5.
Common Stock held directly by BOF.
6.
Common Stock held directly by BFF.
7.
Common Stock held directly by BOP.
8.
Common stock held directly by BFLOF.
Remarks:
 EX-99.2 3 r35300870b.htm JOINT FILER INFORMATION
Designated Filer:
Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:
Regional Management Corp. [RM]
Date of Event Requiring Statement:
May 29, 2020

Joint Filer Information
Joint Filers:

1. Name:
Matthew Lindenbaum
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
   
2. Name:
Bennett Lindenbaum
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
   
3. Name:
Basswood Capital Management, L.L.C.
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022



EX-99.3 4 r35300870c.htm JOINT FILERS? SIGNATURES
Designated Filer:
Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:
Regional Management Corp. [RM]
Date of Event Requiring Statement:
May 29, 2020

Joint Filers’ Signatures
   
   
 
/s/ Matthew Lindenbaum                          
 
Matthew Lindenbaum
   
   
 
/s/ Bennett Lindenbaum                            
 
Bennett Lindenbaum
   
   
 
Basswood Capital Management, L.L.C.
   
   
 
By:
/s/ Matthew Lindenbaum         
   
Name: Matthew Lindenbaum
   
Title: Managing Member