Page 8 of 10 – SEC Filing
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 633,794 shares of Common Stock, which represents 2.0% 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 31,070,107 shares of Common Stock outstanding as of August 7, 2017, as reported in the Issuer’s press release attached as an exhibit to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2017.
The GP, in its capacity as investment manager and general partner to the Fund has power to vote the 633,794 shares of Common Stock and the power to dispose of the 633,794 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.
(c) The Fund effected the following transactions in the Common Stock within the past sixty days:
| Date | Number of Shares Sold | Price Per Share | Where and How Transaction Effected |
| 10/2/2017 | 1,070,894 | $10.90 | Open Market |
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 633,794 shares of Common Stock owned by the Fund. Pursuant to Rule 13d-4, the GP, Clover, and Mr. Guerry disclaim all such beneficial ownership.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
| 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.
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