Filing Details
- Accession Number:
- 0000899140-19-000141
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-11 17:04:13
- Filed By:
- Basswood Capital
- Company:
- Chemung Financial Corp (NASDAQ:CHMG)
- Filing Date:
- 2019-02-11
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Basswood Capital Management | 0 | 267,032 | 0 | 267,032 | 267,032 | 5.56% |
| Matthew Lindenbaum | 0 | 267,032 | 0 | 267,032 | 267,032 | 5.56% |
| Bennett Lindenbaum | 0 | 267,032 | 0 | 267,032 | 267,032 | 5.56% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Chemung Financial Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
164024101
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [X] | Rule 13d-1(b) | |
| [ ] | Rule 13d-1(c) | |
| [ ] | Rule 13d-1(d) |
*The remainder of
this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 164024101 | 13G | Page 2 of 9 Pages | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Capital Management, L.L.C. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
| 6 | SHARED VOTING POWER 267,032 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 267,032 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,032 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.56% | ||||
| 12 | TYPE OF REPORTING PERSON* IA | ||||
| CUSIP No. 164024101 | 13G | Page 3 of 9 Pages | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew Lindenbaum | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
| 6 | SHARED VOTING POWER 267,032 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 267,032 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,032 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.56% | ||||
| 12 | TYPE OF REPORTING PERSON* IN/HC | ||||
| CUSIP No. 164024101 | 13G | Page 4 of 9 Pages | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bennett Lindenbaum | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
| 6 | SHARED VOTING POWER 267,032 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 267,032 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,032 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.56% | ||||
| 12 | TYPE OF REPORTING PERSON* IN/HC | ||||
| Item 1(a) | Name of Issuer: |
| Chemung Financial Corporation | |
| Item 1(b) | Address of
Issuer's Principal Executive Offices: |
| One Chemung Canal Plaza | |
| Elmira, NY 14901 | |
| Item 2(a) | Name of Person
Filing: |
| The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and
is incorporated herein by reference for each such Reporting Person. | |
| Item 2(b) | Address of
Principal Business Office or, if none, Residence: |
| c/o Basswood Capital Management, L.L.C. | |
| 645 Madison Avenue, 10th Floor | |
| New York, NY 10022 | |
| Item 2(c) | Citizenship: |
| The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and
is incorporated herein by reference for each such Reporting Person. | |
| Item 2(d) | Title of Class
of Securities: |
| Common Stock, $0.01 par value | |
| Item 2(e) | CUSIP Number: |
| 164024101 | |
| Item 3 | Statement filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): |
| The information required by Item 3 is set forth in Row 12 of the cover page hereto for each Reporting Person and is
incorporated herein by reference for each such Reporting Person. | |
| Item 4 | Ownership: |
| The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting
Person and is incorporated herein by reference for each such Reporting Person. | |
| Item 5 | Ownership of
Five Percent or Less of a Class: |
| Not Applicable | |
| Item 6 | Ownership of
More than Five Percent on Behalf of Another Person: |
| Not Applicable | |
| Item 7 | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
| See Exhibit 99.1. | |
| Item 8 | Identification
and Classification of Members of the Group: |
| Not Applicable | |
| Item 9 | Notice of
Dissolution of Group: |
| Not Applicable | |
| Item 10 | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
[Remainder of page intentionally left blank]
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the
undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2019
| Basswood Capital Management, L.L.C. | ||
| By: | /s/ Matthew
Lindenbaum ______ | |
| Name: Matthew Lindenbaum | ||
| Title: Managing Member | ||
| /s/ Matthew
Lindenbaum | ||
| Matthew Lindenbaum, an individual | ||
| /s/ Bennett
Lindenbaum | ||
| Bennett Lindenbaum, an individual | ||