Page 18 of 20 – SEC Filing 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. If the Reporting Persons were deemed to be such a “group,” such group would collectively beneficially own 2,385,972 shares of Common Stock. Except as otherwise set forth in this Schedule 13D, (i) each Fund expressly disclaims voting and investment power with respect to the shares of Common Stock beneficially owned by each other Reporting Person, (ii) each of Basswood Partners and Basswood Long Short GP expressly disclaims voting and investment power with respect to the shares of Common Stock beneficially owned by each other Reporting Person, other than the shares of Common Stock held directly by the Fund or Funds for which each, respectively, serves as general partner, 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 such person is a beneficial owner of any shares as to which it disclaims voting and dispositive power. (c) None of the Reporting Persons have purchased or sold shares of Common Stock during the past sixty (60) days except (i) on February 1, 2016, Basswood Financial Fund, LP bought 2,606 shares of Common Stock at a price of $14.81 and (ii) on February 1, 2016, Basswood Financial Fund, Inc. sold 5,513 shares of Common Stock at a price of 14.70. All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions. (d) Other than the Funds and the managed accounts that directly hold shares of Common Stock, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of such shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto. Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer. Item 7. Material to be filed as Exhibits. 1. Exhibit 99.1 – Joint Filing Agreement, dated as of March 21, 2016
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1. | Exhibit 99.1 – Joint Filing Agreement, dated as of March 21, 2016 |