Page 13 of 18 SEC Filing
This
Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being filed with respect to the Common Stock, no
par value (the “Common Stock”), of Sierra Bancorp, a Delaware corporation (the “Issuer”),
to amend the Schedule 13D filed on August 21, 2014 (as amended by Amendment No. 1 filed on July 29, 2015, Amendment No. 2 filed
on October 14, 2015 and this Amendment No. 3, the “Schedule 13D”).
Item 2. Identity and Background.
Item 2(a) of the Schedule 13D is amended to reflect
the following:
| (a) | This Amendment No. 1 is being filed on behalf of: |
| (i) | Basswood Capital Management, L.L.C. (the “Management Company”), Basswood Partners, L.L.C. (“Basswood Partners”), Basswood Enhanced Long Short GP, LLC (“Basswood Long Short GP”), each a Delaware limited liability company; |
| (ii) | Basswood Financial Fund, LP, Basswood Enhanced Long Short Fund, LP, Basswood Financial Long Only Fund, LP, each a Delaware limited partnership, Basswood Financial Fund, Inc., Main Street Master, Ltd., BCM Select Equity I Master, Ltd., each a Cayman Islands corporation, (collectively, the “Funds”); and |
| (iii) | Matthew Lindenbaum and Bennett Lindenbaum. |
The Funds directly own
shares of Common Stock. The Management Company is the investment manager or adviser to the Funds and managed accounts and may
be deemed to have beneficial ownership over the Common Stock directly owned by the Funds and managed accounts by virtue of
the authority granted to it to vote and to dispose of the securities held by them, including the Common Stock held by them.
Basswood Partners is the general partner of each of Basswood Financial Fund, LP and Basswood Financial Long Only Fund, LP and
may be deemed to have beneficial ownership over the Common Stock directly owned by such Funds by virtue of its position as
general partner. Basswood Long Short GP is the general partner of Basswood Enhanced Long Short Fund, LP and may be deemed to
have beneficial ownership over the Common Stock directly owned by such Fund by virtue of its position as general partner.
Matthew Lindenbaum and Bennett Lindenbaum are the managing members of the Management Company and control the business
activities of the Management Company. The Management Company, Basswood Partners, Basswood Long Short GP, the Funds, Matthew
Lindenbaum and Bennett Lindenbaum may be referred to herein as the “Reporting Persons”.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 of the Schedule 13D is amended to reflect
the following:
The Funds and two managed
accounts expended an aggregate of $10,461,032 (including commissions, if any) to acquire the 754,396 shares of Common Stock reported
herein. The Funds and managed accounts effect purchases of securities primarily through margin accounts maintained for them with
each of J.P. Morgan Securities LLC, Morgan Stanley & Co. and BNP Paribas Prime Brokerage, 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 firm’s 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 5. Interest in Securities of the Issuer.
Item 5(a), 5(b) and 5(c) of the Schedule 13D is amended
to reflect the following:
(a)As
of the date of this Schedule 13D, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as
set forth on the cover pages of this Schedule 13D. The total number of shares each of the Reporting Persons beneficially
owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Common Stock outstanding. The
percentages used in this Schedule 13D are calculated based upon the 13,248,048 shares of Common Stock outstanding as of
October 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2015 and filed on November 6, 2015.
(b)The
Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 754,396 shares of
Common Stock held directly by the Funds and two managed accounts. Basswood Partners, the Management Company, Matthew
Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 18,264 shares of Common Stock held directly by
Basswood Financial Fund, LP and Basswood Financial Long Only Fund, LP. Basswood Long Short GP, the Management Company,
Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 133,488 shares of Common Stock held
directly by Basswood Enhanced Long Short Fund, LP. By virtue of the relationships among the Reporting Persons, as described
in this Schedule 13D, the Reporting Persons may be deemed to be a “group” under the Federal securities laws.
Except as otherwise set forth in this Schedule 13D, each Fund expressly disclaims beneficial ownership of any of the shares
of Common Stock beneficially owned by any other Reporting Person, and the filing of this Statement shall not be construed as
an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules
promulgated thereunder or for any other purpose, that any Fund is a beneficial owner of any shares not directly held by such
Fund.
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