Filing Details
- Accession Number:
- 0001171520-18-000090
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-14 16:29:18
- Filed By:
- Fj Capital Management Llc
- Company:
- Hometown Bankshares Corp (OTCMKTS:HMTA)
- Filing Date:
- 2018-02-14
- SEC Url:
- 13G Filing
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 |
|---|---|---|---|---|---|---|
| Financial Opportunity Fund | 108,385 | 108,385 | 108,385 | 1.88% | ||
| FJ Capital Management | 489,104 | 133,008 | 489,104 | 8.47% | ||
| Martin S. Friedman | 489,104 | 133,008 | 489,104 | 8.47% | ||
| Bridge Equities III | 356,096 | 356,096 | 356,096 | 6.16% | ||
| SunBridge Manager | 356,096 | 356,096 | 356,096 | 6.16% | ||
| SunBridge Holdings | 356,096 | 356,096 | 356,096 | 6.16% | ||
| Realty Investment Company, Inc | 356,096 | 356,096 | 356,096 | 6.16% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
| Hometown Bankshares Corporation (HMTA) |
| (Name of Issuer) |
| Restricted Common Stock |
| (Title of Class of Securities) |
| 43787N108 |
| (CUSIP Number) |
| 12/31/2017 |
| (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 . | 43787N108 | Page 2 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 | 108,385 (1) | |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER |
108,385 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 108,385 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.88% | ||
|
12 |
TYPE OF REPORTING PERSON
| OO | ||
(1) Comprised of 108,385 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.
| CUSIP No . | 43787N108 | Page 3 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 | 489,104 (1) | |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER |
133,008 (2) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 489,104 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
8.47% | ||
|
12 |
TYPE OF REPORTING PERSON
| IA | ||
| (1) | Consists of 108,385 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management is the managing member, and 356,096 shares of common stock of the Issuer held by Bridge Equities III, LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 24,623 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; 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. |
| (2) | Consists of 108,385 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, and 24,623 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; 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 . | 43787N108 | Page 4 of 12 |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
| Martin S. 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 | ||
| BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER | 489,104 (1) | |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER |
133,008 (2) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 489,104 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 8.47% | ||
|
12 |
TYPE OF REPORTING PERSON
| IN | ||
| (1) | Consists of 108,385 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management is the managing member, and 356,096 shares of common stock of the Issuer held by Bridge Equities III, LLC, of which FJ Capital Management LLC is the sub-investment advisor; and 24,623 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages. 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. |
| (2) | Consists of 16,640 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member. and 24,623 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages. 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. |
| CUSIP No . | 43787N108 | Page 5 of 12 |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
| Bridge Equities III, 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 | 356,096 (1) | |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER |
356,096 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 356,096 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 6.16% | ||
|
12 |
TYPE OF REPORTING PERSON
| OO | ||
(1) Consists of 356,096 shares of common stock of the Issuer held by Bridger Equities III, LLC.
| CUSIP No . | 43787N108 | Page 6 of 12 |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
| SunBridge Manager, 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 | 356,096 (1) | |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER |
356,096 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 356,096 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 6.16% | ||
|
12 |
TYPE OF REPORTING PERSON
| OO | ||
| (1) | Consists of 356,096 shares of common stock of the Issuer held by Bridger Equities III, LLC, of which SunBridge Manager, 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 . | 43787N108 | Page 7 of 12 |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
| SunBridge Holdings, 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 | 356,096 (1) | |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER |
356,096 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 356,096 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 6.16% | ||
|
12 |
TYPE OF REPORTING PERSON
| OO | ||
(1) Consists of 356,096 shares of common stock of the Issuer held by Bridger Equities III, LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC; 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 . | 43787N108 | Page 8 of 12 |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
| Realty Investment Company, Inc
| ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☑ (b) ☐ | ||
|
3 |
SEC USE ONLY
| |||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
| Maryland | ||
| NUMBER OF SHARES | 5 | SOLE VOTING POWER | ||
| BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER | 356,096 (1) | |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER |
356,096 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 356,096 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 6.16% | ||
|
12 |
TYPE OF REPORTING PERSON
| CO | ||
(1) Consists of 356,096 shares of common stock of the Issuer held by Bridger Equities III, LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC; 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. | 43787N108 | Page 9 of 12 |
| Item 1(a). | Name of Issuer: | |
| Hometown Bankshares Corporation (HMTA) | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 202 South Jefferson Street | ||
| Roanoke, VA 24011
| ||
| Item 2(a). | Name of Person Filing: | |
| This Schedule 13G is being filed on behalf of the following Reporting Persons: | ||
| Financial Opportunity Fund LLC Bridge Equities III, LLC FJ Capital Management LLC Martin S. Friedman SunBridge Manager, LLC SunBridge Holdings, LLC Realty Investment Company, Inc | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
|
| ||
| Financial Opportunity Fund LLC 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101
Bridge Equities III, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759
FJ Capital Management, LLC 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101
Martin S. Friedman 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101
SunBridge Manager, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759
SunBridge Holdings, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759
Realty Investment Company, Inc 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759
|
| CUSIP No . | 43787N108 | Page 10 of 12 |
| Item 2(c). | Citizenship: | |
| Financial Opportunity Fund LLC, Bridge Equities III, LLC, FJ Capital Management LLC, SunBridge Manager, LLC, SunBridge Holdings, LLC – Delaware limited liability companies | ||
| Martin S. Friedman – United States citizen | ||
| Realty Investment Company Inc – Maryland corporation | ||
| Item 2(d). | Title of Class of Securities: | |
| Restricted Common Stock | ||
| Item 2(e). | CUSIP Number: | |
| 43787N108 | ||
| 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). |
| Item 4. | Ownership. |
| Ownership information is provided as of: |
| (a) | Amount beneficially owned: | |
| CUSIP No . | 43787N108 | Page 11 of 12 |
| Financial Opportunity Fund LLC – 108,385 shares FJ Capital Management LLC – 489,104 shares Martin S. Friedman – 489,104 shares Bridge Equities III, LLC – 356,096 shares SunBridge Manager, LLC – 356,096 shares SunBridge Holdings, LLC – 356,096 shares Realty Investment Company, Inc – 356,096 shares | |||
| (b) | Percent of class: | ||
| Financial Opportunity Fund LLC – 1.88% Bridge Equities III, LLC – 6.16% FJ Capital Management LLC – 8.47% Martin S. Friedman – 8.47% SunBridge Manager, LLC – 6.16% SunBridge Holdings, LLC – 6.16% Realty Investment Company, Inc – 6.16% | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote | ||
| All Reporting Persons – 0 | |||
| (ii) | Shared power to vote or to direct the vote | ||
| Financial Opportunity Fund LLC – 108,385 shares FJ Capital Management LLC – 489,104 shares Martin S. Friedman – 489,104 shares Bridge Equities III, LLC – 356,096 shares SunBridge Manager, LLC – 356,096 shares SunBridge Holdings, LLC – 356,096 shares Realty Investment Company, Inc – 356,096 shares | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| All Reporting Persons – 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| Financial Opportunity Fund LLC – 108,385 shares FJ Capital Management LLC – 489,104 shares Martin S. Friedman – 489,104 shares Bridge Equities III, LLC – 356,096 shares SunBridge Manager, LLC – 356,096 shares SunBridge Holdings, LLC – 356,096 shares Realty Investment Company, Inc – 356,096 shares | |||
| CUSIP No . | 43787N108 | Page 12 of 12 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| N/A | |
| 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 that purpose or effect.
SIGNATURE
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: 2/13/2018
| Financial Opportunity Fund LLC By: FJ Capital Management LLC, its Managing Member
By: /s/ Martin S. Friedman Name: Martin S. Friedman Title: Managing Member
FJ Capital Management LLC
By: /s/ Martin S. Friedman Name: Martin S. Friedman Title: Managing Member
/s/ Martin S. Friedman |
|
Bridge Equities III, LLC By: SunBridge Manager, LLC, its Managing Member
By: /s/ Christine A. Shreve Name: Christine A. Shreve Title: Manager
SunBridge Manager, LLC By: SunBridge Holdings, LLC, its Managing Member
By: /s/ Christine A. Shreve Name: Christine A. Shreve Title: Manager
SunBridge Holdings, LLC By: Realty Investment Company, Inc., its Manager
By: /s/ Christine A. Shreve Name: Christine A. Shreve Title: President
realty investment company, inc.
By: /s/ Christine A. Shreve Name: Christine A. Shreve Title: President
|
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C, 1001)
Exhibit 1
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the restricted common stock of HomeTown Bankshares Corporation (HMTA) shall be filed on behalf of the undersigned.
| Financial Opportunity Fund LLC | Bridge Equities III, LLC | |
| By: FJ Capital Management, LLC | By: SunBridge Manager, LLC, its Managing Member | |
| By: /s/ Martin S. Friedman | By: /s/ Christine A. Shreve | |
| Name: Martin S. Friedman | Name: Christine A. Shreve | |
| Title: Managing Member | Title: Manager | |
| SunBridge mANAGER, LLC | ||
| FJ CAPITAL MANAGEMENT LLC | By: SunBridge Holdings, LLC, its Managing Member | |
| By: /s/ Martin S. Friedman | By: /s/ Christine A. Shreve | |
| Name: Martin S. Friedman | Name: Christine A. Shreve | |
| Title: Managing Member | Title: Manager | |
| SunBridge Holdings, LLC | ||
| By: Realty Investment Company, Inc., its Manager | ||
| . | ||
| /s/ Martin S. Friedman | By: /s/ Christine A. Shreve | |
| MARTIN S. FRIEDMAN | Name: Christine A. Shreve | |
| Title: President | ||
| realty investment company, inc. | ||
| By: /s/ Christine A. Shreve | ||
| Name: Christine A. Shreve | ||
| Title: President |