13D Filing: Clover Partners, L.P. and SI Financial Group Inc. (SIFI)

Phillip M. Goldberg Foley & Lardner LLP 321 North Clark Street Suite 2800 Chicago, IL  60654-5313 (312) 832-4549

Peter D. Fetzer Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI  53202-5306 (414) 297-5596

With this amendment, the MHC Mutual Conversion Fund Group (as defined below) is amending the disclosures to report that the MHC Mutual Conversion Fund Group no longer holds more than 5% of the Common Stock (as defined below) of SI Financial Group, Inc.  So, upon the filing of this amendment, the MHC Mutual Conversion Fund Group, and each person that comprises the MHC Mutual Conversion Fund Group, will cease to be a reporting person with regard to the Common Stock.

This amended and restated Schedule 13D (this “Schedule 13D”) is being filed on behalf of MHC Mutual Conversion Fund, L.P., a Texas limited partnership (the “Fund”), Clover Partners, L.P., a Texas limited partnership and the general partner of the Fund (the “GP”), Clover Partners Management, L.L.C., a Texas limited liability company and the general partner of the GP (“Clover”), and Johnny Guerry, the managing partner of Clover (collectively, the “MHC Mutual Conversion Fund Group”), relating to common stock ($0.01 par value) (the “Common Stock”) of SI Financial Group, Inc., a Maryland corporation (the “Issuer”).

Specifically, this Schedule 13D relates to Common Stock of the Issuer purchased by the GP through the account of the Fund.  The Fund may direct the vote and disposition of the 312,483 shares of Common Stock it holds directly.  The GP serves as the investment adviser and general partner to the Fund and may direct the vote and disposition of the 312,483 shares of Common Stock held by the Fund.  Clover serves as the general partner of the GP and may direct the GP to direct the vote and disposition of the 312,483 shares of Common Stock held by the Fund.  As the managing partner of Clover, Mr. Guerry may direct the vote and disposition of the 312,483 shares of Common Stock held by the Fund.

Item 1.

Security and Issuer

Item 2.

Identity and Background

Each of the persons identified in this Schedule 13D is sometimes referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.”  Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached as Exhibit 99.1 to the original Schedule 13D, as filed with the Securities and Exchange Commission on March 29, 2017.

The principal place of business for each of the Reporting Persons is 100 Crescent Court, Suite 575, Dallas, TX 75201.

Item 3.

Source and Amount of Funds

As of the date of this Schedule 13D, the Fund had invested $4,495,345 (inclusive of brokerage commissions) in Common Stock of the Issuer.  The source of these funds was the working capital of the Fund.

Item 4.

Purpose of the Transaction

The Reporting Persons purchased the Common Stock for investment purposes.  The MHC Mutual Conversion Fund Group’s intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock.

Consistent with its investment purpose, the MHC Mutual Conversion Fund Group may engage in communications with one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including, but not limited to its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans.

The Reporting Persons may purchase, sell or transfer Common Stock beneficially owned by them from time to time in public transactions depending on economic considerations and, subject to the below, the results of such communications.  Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Issuer

(a) – (b) The MHC Mutual Conversion Fund Group beneficially owns 312,483 shares of Common Stock, which represents 2.6% of the Issuer’s outstanding shares of Common Stock.  The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by the MHC Mutual Conversion Fund Group as set forth in this Schedule 13D, by (ii) the 12,231,845 shares of Common Stock outstanding as of August 4, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2017.

The GP, in its capacity as investment manager and general partner to the Fund has power to vote the 312,483 shares of Common Stock and the power to dispose of the 312,483 shares of Common Stock held in the Fund.  Clover, in its capacity as general partner of the GP and Mr. Guerry, as the managing partner of Clover, may each be deemed to beneficially own the Common Stock held in the Fund.

Date	Number of Shares Purchased or (Sold)	Price Per Share	Where and How Transaction Effected
8/22/2017	21,388	$14.95	Open Market
8/23/2017	7,619	$14.95	Open Market
10/2/2017	(527,977)	N/A	Transfer Out In Kind

The filing of this Schedule 13D shall not be construed as admission that the GP, Clover, or Mr. Guerry is for the purposes of Section 13(d) or 13(g) of the Exchange Act the beneficial owner of any of the 312,483 shares of Common Stock owned by the Fund.  Pursuant to Rule 13d-4, the GP, Clover, and Mr. Guerry disclaim all such beneficial ownership.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

With respect to the Fund, GP is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

Other than the foregoing agreements and arrangements, and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 17, 2017