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Filing Details

Accession Number:: 0001171520-19-000106
Form Type:: 13G Filing
Publication Date:: 2019-02-14 16:40:43

Filed By:: Fj Capital Management Llc
Company:: Citizens Community Bancorp (NASDAQ:CZWI)
Filing Date:: 2019-02-14
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
FJ Capital Management	105,955	919,794	105,955	919,794	919,794	8.40%
Financial Opportunity Fund	39,266	267,687	39,266	267,687	267,687	2.44%
Financial Hybrid Opportunity Fund		264,417		264,417	264,417	2.41%
Financial Hybrid Opportunity SPV I		387,690		387,690	387,690	3.54%
Martin Friedman		919,794		919,794	1,025,749	9.36%
Andrew Jose				9	39,266	0.36%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5) *

Citizens Community (CZWI)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

174903104

(CUSIP Number)

12/31/2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☐	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 in 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.

174903104

Page 2 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			FJ Capital Management LLC
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		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	919,794 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	919,794 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			919,794 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			8.40%
12	TYPE OF REPORTING PERSON			IA

(1)

Consists of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 264, 417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

CUSIP No.

174903104

Page 3 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Financial Opportunity Fund LLC
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		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	267,687 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	267,687 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			267,687 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			2.44%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 267, 687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.

CUSIP No.

174903104

Page 4 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Financial Hybrid Opportunity Fund LLC
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		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	264,417 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	264,417 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			264,417 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			2.41%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 264,417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC.

CUSIP No.

174903104

Page 5 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Financial Hybrid Opportunity SPV I LLC
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		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	387,690 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	387,690 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			387,690 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			3.54%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC.

CUSIP No.

174903104

Page 6 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Martin Friedman
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		5	SOLE VOTING POWER	105,955 (1)
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	919,794 (2)
EACH REPORTING		7	SOLE DISPOSITIVE POWER	105,955 (1)
PERSON WITH:		8	SHARED DISPOSITIVE POWER	919,794 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,025,749 (3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			9.36%
12	TYPE OF REPORTING PERSON			IN

(1)

Consists of 105,955 shares of common stock of the Issuer held directly by Martin Friedman, Co-Founder and Managing Member of FJ Capital Management LLC.

(2)

Consists of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 264, 417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

(3)

Consists of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 264, 417 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 387,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member. Martin Friedman is the Managing Member of FJ Capital Management LLC and 105,955 shares of common stock of the Issuer held directly by Martin Friedman; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

CUSIP No.

174903104

Page 7 of 12

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Andrew Jose
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		5	SOLE VOTING POWER	39,266 (1)
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER
EACH REPORTING		7	SOLE DISPOSITIVE POWER	39,266 (1)
PERSON WITH:		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			39,266 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.36%
12	TYPE OF REPORTING PERSON			IN

(1)

Consists of 39,266 shares of common stock of the Issuer held directly by Andrew Jose, Co-Founder and Managing Partner of FJ Capital Management LLC.

CUSIP No.

174903104

Page 8 of 12

Item 1(a).		Name of Issuer:

		Citizens Community Bancorp, Inc (CZWI)

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		2174 EastRidge Center
		Eau Claire, WI 54701

Item 2(a).		Name of Person Filing:

		This Schedule 13G is being filed on behalf of the following Reporting Persons: Financial Opportunity Fund LLC Financial Hybrid Opportunity Fund LLC Financial Hybrid Opportunity SPV I LLC FJ Capital Management LLC Martin Friedman Andrew Jose

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		FJ Capital Management, LLC 1313 Dolley Madison Blvd, Ste 306 McLean, VA 22101 Financial Opportunity Fund LLC 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Financial Hybrid Opportunity Fund LLC 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Financial Hybrid Opportunity SPV I LLC 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Martin Friedman 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Andrew Jose 1313 Dolley Madison Blvd, STE 306 McLean, VA 22101

CUSIP No.

174903104

Page 9 of 12


Item 2(c).		Citizenship:

		Financial Opportunity Fund LLC, Financial Hybrid Opportunity Fund LLC, Financial Hybrid Opportunity SPV I LLC, and FJ Capital Management LLC – Delaware limited liability companies Martin Friedman – United States citizen Andrew Jose – United States citizen

Item 2(d).		Title of Class of Securities:

		Common Stock

Item 2(e).		CUSIP Number:

		174903104

Item 3.	If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

CUSIP No.

174903104

Page 10 of 12

Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:

	FJ Capital Management LLC – 919,794 shares Financial Opportunity Fund LLC – 267,687 shares Financial Hybrid Opportunity Fund LLC – 264,417 shares Financial Hybrid Opportunity SPV I LLC – 387,690 shares Martin Friedman – 1,025,749 shares Andrew Jose – 39,266 shares

(b)	Percent of class:

	FJ Capital Management LLC – 8.40% Financial Opportunity Fund LLC – 2.44% Financial Hybrid Opportunity Fund LLC – 2.41% Financial Hybrid Opportunity SPV I LLC – 3.54% Martin Friedman – 9.36% Andrew Jose – 0.36%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote

		Martin Friedman – 105,955 shares Andrew Jose – 39,266 shares

	(ii)	Shared power to vote or to direct the vote

		FJ Capital Management LLC – 919,794 shares Financial Opportunity Fund LLC – 267,687 shares Financial Hybrid Opportunity Fund LLC – 264,417 shares Financial Hybrid Opportunity SPV I LLC – 387,690 shares Martin Friedman – 919,794 shares

	(iii)	Sole power to dispose or to direct the disposition of

		Martin Friedman – 105,955 shares Andrew Jose – 39,266 shares

CUSIP No.	174903104			Page 11 of 12

		(iv)	Shared power to dispose or to direct the disposition of

			FJ Capital Management LLC – 919,794 shares Financial Opportunity Fund LLC – 267,687 shares Financial Hybrid Opportunity Fund LLC – 264,417 shares Financial Hybrid Opportunity SPV I LLC – 387,690 shares Martin Friedman – 919,794 shares

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	N/A.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	N/A


Item 8.	Identification and Classification of Members of the Group.

	Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

Item 9.	Notice of Dissolution of Group.

	N/A

Item 10.	Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 such purpose or effect.

CUSIP No.

174903104

Page 12 of 12

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: 2/14/2019

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

Financial Hybrid Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

Financial Hybrid Opportunity SPV I LLC

By: FJ Capital Management LLC, its Managing Member

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

FJ Capital Management LLC

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

/s/ Martin Friedman

MARTIN FRIEDMAN

/s/ Andrew Jose

ANDREW JOSE