13D Filing: Basswood Capital and Regional Management Corp. (RM)

(d)  None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)  Each of Matthew Lindenbaum and Bennett Lindenbaum is a citizen of the United States of America.

Item 3.   Source and Amount of Funds or Other Consideration.

The Funds and the managed accounts expended an aggregate of $29,116,182.31 (excluding commissions, if any) to acquire the shares of Common Stock reported herein as beneficially owned by them.  The Funds and the managed accounts effect purchases and hold securities primarily through margin accounts maintained for them with each of J.P. Morgan Securities LLC, Morgan Stanley & Co., BNP Paribas Prime Brokerage and State Street Bank and Trust Company, which may extend margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firms’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.   Purpose of Transaction.

Based on, among other things, the Issuer’s strong consumer finance franchise and the belief of the Management Company that the shares of Common Stock are trading at a significant discount to their fair value, the Management Company caused the Funds and managed accounts to acquire the shares of Common Stock reported herein for the purpose of investment.  The Management Company believes that the Issuer and its shareholders would benefit from the inclusion on the Issuer’s board of directors (the “Board”) of a representative of a significant shareholder.

On December 7, 2017, Jonathan Brown, a representative of the Management Company, spoke with Peter Knitzer, President and Chief Executive Officer of the Issuer, and requested that the Issuer appoint a representative of the Management Company to serve on the Board.  Mr. Knitzer acknowledged the Management Company’s request and indicated that the Board will consider it.

In addition, with respect to the Issuer, the Management Company may engage in discussions with the Board, the Issuer’s management, other shareholders of the Issuer, knowledgeable industry or market observers, potential acquirors of the Issuer and other persons regarding the Issuer’s business, strategy and future plans and alternatives that the Issuer could employ to increase shareholder value.  Any such discussions may include plans or proposals relating to or resulting in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.