Page 6 of 9 – SEC Filing
SCHEDULE 13D
This amended 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 751,308 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 751,308 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 751,308 shares of Common Stock held by the Fund. As the managing partner of Clover, Mr. Guerry may direct the vote and disposition of the 751,308 shares of Common Stock held by the Fund.
| Item 1. | Security and Issuer |
| Securities acquired: | Common Stock | |
| Issuer: | SI Financial Group, Inc. 803 Main Street Willimantic, Connecticut 06226 |
| Item 2. | Identity and Background |
(a)-(b) This Schedule 13D is jointly filed by the Fund, the GP, Clover and Mr. Guerry. Because Mr. Guerry is the managing partner of Clover, which is the general partner of the GP (with Mr. Guerry, the Fund and Clover hereinafter referred to as the “Controlling Persons“), the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Exchange Act, to be the beneficial owners of all of the Common Stock held by the Fund.
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.
(c) The principal occupation of Mr. Guerry is serving as the managing partner of Clover. The principal business of Clover is acting as the general partner of the GP. The principal business of the GP is investment management. The principal business of the Fund is investing in securities.
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are 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) The Fund, the GP and Clover are organized under the laws of the State of Texas. Mr. Guerry is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds |
As of the date of this Schedule 13D, the Fund had invested $10,788,852 (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.
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