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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Basswood Capital Management | 0 | 1,238,121 | 0 | 1,238,121 | 1,238,121 | 10.65% |
| Matthew Lindenbaum | 0 | 1,238,121 | 0 | 1,238,121 | 1,238,121 | 10.65% |
| Bennett Lindenbaum | 0 | 1,238,121 | 0 | 1,238,121 | 1,238,121 | 10.65% |
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Page 1 of 7 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Regional Management Corp.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
75902K106
(CUSIP Number)
May 31, 2017
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ 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 on 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).
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Page 2 of 7 – SEC Filing
| CUSIP No. 75902K106 | 13G | Page 2 of 8 Pages | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Capital Management, L.L.C. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
| 6 | SHARED VOTING POWER 1,238,121 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 1,238,121 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,238,121 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.65% | ||||
| 12 | TYPE OF REPORTING PERSON* IA | ||||
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Page 3 of 7 – SEC Filing
| CUSIP No. 75902K106 | 13G | Page 3 of 8 Pages | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew Lindenbaum | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
| 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 1,238,121 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 1,238,121 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,238,121 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.65% | ||||
| 12 | TYPE OF REPORTING PERSON* IN/HC | ||||
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Page 4 of 7 – SEC Filing
| CUSIP No. 75902K106 | 13G | Page 4 of 8 Pages | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bennett Lindenbaum | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
| 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 1,238,121 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 1,238,121 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,238,121 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.65% | ||||
| 12 | TYPE OF REPORTING PERSON* IN/HC | ||||
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Page 5 of 7 – SEC Filing
| Item 1(a) | Name of Issuer: |
| Regional Management Corp. | |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
| 979 Batesville Road, Suite B | |
| Greer, S.C. 29651 | |
| Item 2(a) | Name of Person Filing: |
| The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| Item 2(b) | Address or Principal Business Office: |
| c/o Basswood Capital Management, L.L.C. | |
| 645 Madison Avenue, 10th Floor | |
| New York, NY 10022 | |
| Item 2(c) | Citizenship: |
| The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| Item 2(d) | Title of Class of Securities: |
| Common Stock, $0.10 par value | |
| Item 2(e) | CUSIP Number: |
| 75902K106 | |
| Item 3 | Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): |
| The information required by Item 3 is set forth in Row 12 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| Item 4 | Ownership: |
| The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
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Page 6 of 7 – SEC Filing
| Item 5 | Ownership of Five Percent or Less of a Class: |
| Not Applicable | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
| Not Applicable | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| Not Applicable | |
| Item 8 | Identification and Classification of Members of the Group: |
| Not Applicable | |
| Item 9 | Notice of Dissolution of Group: |
| Not Applicable | |
| Item 10 | Certification: |
By signing below the signatory certifies that, to the best of his 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.
[Remainder of page intentionally left blank]
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Page 7 of 7 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 8, 2017
| BASSWOOD CAPITAL MANAGEMENT, L.L.C. | |||||
| By: /s/ Matthew Lindenbaum | |||||
| Name: Matthew Lindenbaum | |||||
| Title: Managing Member | |||||
| /s/ Matthew Lindenbaum | |||||
| Matthew Lindenbaum, an individual | |||||
| /s/ Bennett Lindenbaum | |||||
| Bennett Lindenbaum, an individual | |||||
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