Page 14 of 23 – SEC Filing
| CUSIP No. 743868101 | SCHEDULE 13D | Page 14 of 23 |
ASB Bancorp, Inc.
(“ASBB”) – We filed our original Schedule 13D reporting our position on October 24, 2011. On August 23, 2013, we
met with management to assess the best way to maximize shareholder value. We believe management and the board acted in good faith
by cleaning up non-performing assets and repurchasing shares, and ASBB’s market price increased to reflect fair value. On
July 18, 2014, we disclosed that we sold our shares to ASBB.
United Insurance
Holdings Corp. (“UIHC”) – We filed our original Schedule 13D reporting our position on September 29, 2011. On December
17, 2012, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
United Community
Bancorp (“UCBA”) – We filed our original Schedule 13D reporting our position on January 22, 2013. We believe management
and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation,
UCBA’s market price increased to reflect fair value; on November 9, 2015, we disclosed that we sold shares to UCBA, decreasing
our holdings below 5%.
West End Indiana
Bancshares, Inc. (“WEIN”) – We filed our original Schedule 13D reporting our position on January 19, 2012. We believe
management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases.
In our estimation, WEIN’s market price increased to reflect fair value; on November 12, 2015, we disclosed that we sold our
shares in the open market.
First Financial
Northwest, Inc. (“FFNW”) – We filed our original Schedule 13D reporting our position on September 12, 2011.
At the Company’s 2012 annual meeting, we solicited an overwhelming majority of shareholder votes for our nominee based on
our position that Victor Karpiak (then Chairman and CEO) should be removed from the Company and board. After the Company pushed
to have our votes invalidated, we sued to enforce our rights. In 2013, we settled with the Company. Our nominee, Kevin Padrick,
was seated on the board, and Mr. Karpiak resigned as Chairman. The board later replaced Mr. Karpiak as CEO. We filed two additional
lawsuits arising from the invalidation of our votes at the 2012 election, both of which we settled.
Since 2013, we believed
management and the board acted in good faith by cleaning up non-performing assets and reaching a moderate level of profitability,
and they maximized shareholder value by repurchasing in excess of 40% of FFNW’s shares. In our estimation, FFNW’s market
price increased to reflect fair value; on October 11, 2016, we disclosed that we sold our shares in the open market. Kevin Padrick
continued to serve on the board.
Alamogordo Financial
Corp. (“ALMG”) – We filed our original Schedule 13D reporting our position on May 11, 2015. We urged management
and the board to provide meaningful returns to shareholders either through a second-step conversion or by effectuating a shareholder-friendly
capital allocation program. On March 7, 2016, ALMG announced and later completed a second-step conversion which we believe maximized
shareholder value. On October 14, 2016, we disclosed that we sold shares of the converted Company, Bancorp 34, Inc., in the open
market, decreasing our holdings below 5%.
William Penn Bancorp,
Inc. (“WMPN”) – We filed our original Schedule 13D reporting our position on May 23, 2008. A majority of WMPN’s
shares are held by a mutual holding company controlled by WMPN’s board. We met with management and the board to explain our
views on proper capital allocation and following the financial crisis, we continued to urge WMPN to take the steps necessary to
maximize shareholder value. On December 3, 2014, WMPN announced and subsequently completed its plan to repurchase 10% of its shares
outstanding and further completed several additional share repurchases. We believe management and the board acted in good faith
to maximize shareholder value through shareholder-friendly capital allocation; on April 11, 2016, we disclosed that we sold shares
in the open market, decreasing our holdings below 5%.
