d1428445_13d-a.htm

 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
SCHEDULE 13D/A
  
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
 
Eagle Bancorp Montana, Inc.

(Name of Issuer)
 
Common Stock, par value $0.01 per share

(Title of Class of Securities)
 
26942G100

(CUSIP Number)
 
Mr. Terry Maltese, Sandler O'Neill Asset Management LLC,
150 East 52nd Street, 30th Floor, New York, NY 10022 (212) 486-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 28, 2013

(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
 
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
* 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 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).
 
Page 1 of 16 pages.
         
   
Exhibit Index located on Page 16
  
SEC 1746 (12-91)


 
 
 



SCHEDULE 13D
 
     
CUSIP No. 26942G100
  
Page 2 of 16 Pages
 
         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Sandler O'Neill Asset Management, LLC        
    
     
  2.
  
Check the Appropriate Box if a Member of a Group*
 
  
(a)  ¨
(b)  ¨
 
 
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
    00
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
    New York
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
           179,200
 
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
            179,200    
 

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    179,200
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
    4.60%
    
14.
  
Type of Reporting Person*
 
    00
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 
 


SCHEDULE 13D
 
     
CUSIP No. 26942G100
  
Page 3 of 16 Pages
 
         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    SOAM Holdings, LLC        
    
     
  2.
  
Check the Appropriate Box if a Member of a Group*
 
  
(a)  ¨
(b)  ¨
 
 
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
    00
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
    Delaware
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
            94,500    
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
            94,500    

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    94,500
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
    2.41%
    
14.
  
Type of Reporting Person*
 
    00
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 
 


SCHEDULE 13D
 

     
CUSIP No. 26942G100
  
Page 4 of 16 Pages


         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Partners, L.P.
    
  2.
  
Check the Appropriate Box if a Member of a Group*
  
 
(a)  ¨
(b)  ¨
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
WC
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
Delaware        
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
        Ø        
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
Ø        

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
Ø        
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
    Ø
    
14.
  
Type of Reporting Person*
 
    PN        
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 
 


SCHEDULE 13D
 

     
CUSIP No. 26942G100
  
Page 5 of 16 Pages


         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund, L.P.        
    
  2.
  
Check the Appropriate Box if a Member of a Group*
  
(a)  ¨
(b)  ¨
 
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
WC        
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
Delaware        
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
11,500
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
    11,500    

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,500        
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
0.29%        
    
14.
  
Type of Reporting Person*
 
PN        
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 
 


SCHEDULE 13D
 


     
CUSIP No. 26942G100
  
Page 6 of 16 Pages


         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund II, L.P.        
    
  2.
  
Check the Appropriate Box if a Member of a Group*
  
(a)  ¨
(b)  ¨
 
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
WC        
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
Delaware        
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
    76,200    
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
    76,200    

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
76,200        
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
1.95%        
    
14.
  
Type of Reporting Person*
 
PN        
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 
 




SCHEDULE 13D
 
CUSIP No. 26942G100
  
Page 7 of 16 Pages
 
         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Offshore, Ltd            
    
  2.
  
Check the Appropriate Box if a Member of a Group*
  
(a)  ¨
(b)  ¨
 
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
    WC        
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
    Cayman Islands        
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
            26,700
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
            26,700

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
            26,700
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
0.68%
    
14.
  
Type of Reporting Person*
 
CO
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 
 


SCHEDULE 13D
 
CUSIP No. 26942G100
  
Page 8 of 16 Pages
 
         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Thrift Fund, L.P.            
    
  2.
  
Check the Appropriate Box if a Member of a Group*
  
(a)  ¨
(b)  ¨
 
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
    WC        
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
    Delaware        
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
            6,800
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
            6,800

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
            6,800
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
0.17%
    
14.
  
Type of Reporting Person*
 
PN
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 
 


SCHEDULE 13D
 
CUSIP No. 26942G100
  
Page 9 of 16 Pages
 
         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    SOAM Capital Partners, L.P.            
    
  2.
  
Check the Appropriate Box if a Member of a Group*
  
(a)  ¨
(b)  ¨
 
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
    WC        
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
    Delaware        
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
            58,000
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
            58,000

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
            58,000
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
1.49%
    
14.
  
Type of Reporting Person*
 
PN
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 
 



SCHEDULE 13D
 
CUSIP No.26942G100
  
Page 10 of 16 Pages
 
         
  1.
  
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Terry Maltese
    
  2.
  
Check the Appropriate Box if a Member of a Group*
  
(a)  ¨
(b)  ¨
 
  3.
  
SEC Use Only
 
    
  4.
  
Source of Funds*
 
00            
    
  5.
  
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  
¨
  6.
  
Citizen or Place of Organization
 
USA            
    

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  7.    Sole Voting Power
 
  8.    Shared Voting Power
 
    179,200
  9.    Sole Dispositive Power
 
10.    Shared Dispositive Power
 
 179,200        

         
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
179,200            
    
12.
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
  
¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
4.60%            
    
14.
  
Type of Reporting Person*
 
IN        
    
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 
 


Item 1.    Security and Issuer.
 
The class of equity securities to which this statement relates is the common stock, par value $0.01 per share ("Common Stock"), of Eagle Bancorp Montana, Inc. (the "Issuer"), a company incorporated in Delaware, with its principal office at 1400 Prospect Avenue, Helena, Montana 59601.
 
Item 2.    Identity and Background.
 
(a)    This statement is being filed by (i) Sandler O'Neill Asset Management LLC, a New York limited liability company ("SOAM"), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership ("MP"), Malta Hedge Fund, L.P., a Delaware limited partnership ("MHF"), Malta Hedge Fund II, L.P., a Delaware limited partnership ("MHFII"), Malta Offshore, Ltd., a Cayman Islands company ("MO"), and Malta Thrift Fund, L.P., a Delaware limited partnership ("Thrift") (ii) SOAM Holdings, LLC, a Delaware limited liability company ("Holdings"), with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, and Thrift (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it, (vii) Thrift, with respect to shares of Common Stock beneficially owned by it, and (viii) Terry Maltese, as Managing Member of SOAM, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, MO and Thrift; and as managing member of SOAM Ventures, LLC ("Ventures"), a Delaware limited liability company, with respect to shares of Common Stock beneficially owned by SOAM Capital Partners, L.P. ("SCP"), a Delaware limited partnership of which Ventures is the management company.  The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons" and MP, MHF, MHFII, and Thrift are sometimes collectively referred to herein as the "Partnerships." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO. The managing member of Holdings and SOAM is Mr. Maltese. In his capacity as managing member of Holdings, Ventures, and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MHFII, MO, Thrift, SCP, SOAM, and Holdings. The non-managing member of Holdings and SOAM is Sandler O'Neill Holdings, LLC, a New York limited liability company ("S.O. Holdings").
 
(b)    The address of the principal offices of each of MP, MHF, MHFII, Thrift, SCP, Holdings and SOAM and the business address of Mr. Maltese is Sandler O'Neill Asset Management LLC, 150 East 52nd Street, 30th Floor, New York, New York 10022. The address of the principal office of MO is c/o Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, 2nd Floor, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The address of the principal office of S.O. Holdings is c/o Sandler O'Neill & Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020.

(c)    The principal business of MP, MHF, MHFII, Thrift, and SCP is that of private partnerships engaged in investment in securities for its own account. The principal business of MO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO. The present principal occupation or employment of Mr. Maltese is managing member of SOAM and Holdings. The principal business of S.O. Holdings is investing in Holdings and SOAM.
 
(d)    During the last five years, none of MP, MHF, MHFII, MO, Thrift, SCP, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)    During the last five years, none of MP, MHF, MHFII, MO, Thrift, SCP, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
Page 11 of 16

 
 
 

(f)    Mr. Maltese is a U.S. citizen.
 
Item 3.    Source and Amount of Funds.
 
The net investment cost (including commissions, if any) of the shares of Common Stock held by MHF, MHFII, MO, Thrift, and SCP is, $116,842, $778,787, $263,069, $77,254, and $607,198, respectively. Such shares were purchased with the investment capital of the respective entities.
 
Item 4.    Purpose of Transaction.
 
The purpose for which the Common Stock was acquired by the Reporting Persons is for investment. As such, in the ordinary course of their business, the Reporting Persons will continuously evaluate the financial condition, results of operations, business and prospects of the Issuer, the securities markets in general and the market for the Common Stock in particular, conditions in the economy and the financial institutions industry generally and other investment opportunities, all with a view to determining whether to hold, decrease or increase its investment in the Common Stock, through open market, privately negotiated or any other transactions. In the ordinary course of evaluating its investment, representatives of the Reporting Persons may from time to time seek to (or be invited to) discuss the business and policies of the Issuer with the management of the Issuer. However, none of the Reporting Persons has any plan or proposal as of the date hereof which would relate to or result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
 
Item 5.    Interest in Securities of the Issuer.
 
(a)    Based upon an aggregate of 3,898,685 shares of Common Stock outstanding, as determined by the Issuer's most recently available public information, as of the close of business on September 19, 2013:
 
 
(i)
  
MHF beneficially owned 11,500 shares of Common Stock, constituting approximately 0.29% of the shares outstanding.
 
 
(ii)
  
MHFII beneficially owned 76,200 shares of Common Stock, constituting approximately 1.95% of the shares outstanding.
 
 
(iii)
  
MO beneficially owned 26,700 shares of Common Stock, constituting approximately 0.68% of the shares outstanding.

 
(iv)
  
Thrift beneficially owned 6,800 shares of Common Stock, constituting approximately 0.17% of the shares outstanding.
 
 
(v)
  
SCP beneficially owned 58,000 shares of Common Stock, constituting approximately 1.49% of the shares outstanding.

 
(vi)
  
SOAM owned directly no shares of Common Stock. By reason of its position as management company for MHF, MHFII, MO, Thrift ,and as an affiliate of Ventures, management company for SCP, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 11,500 shares owned by MHF, the 76,200 shares owned by MHFII, the 26,700 shares owned by MO, the 6,800 shares owned by Thrift, and the 58,000 shares owned by SCP, or an aggregate of 179,200 shares of Common Stock, constituting approximately 4.60% of the shares outstanding.
 
 
(vii)
  
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MHF, MHFII, and Thrift, under the provisions of Rule 13d-3 of the Securities and Exchange Commission ("Rule 13d-3"), Holdings may be deemed to beneficially own the 11,500 shares owned by MHF, the 76,200 shares owned by MHFII, and the 6,800 shares owned by Thrift, or an aggregate of 94,500 shares of Common Stock, constituting approximately 2.41% of the shares outstanding.
 
 
(viii)
  
Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings, SOAM, and Ventures, Mr. Maltese may be deemed to beneficially own the 11,500 shares owned by MHF, the 76,200 shares owned by MHFII, the 26,700 shares owned by MO, the 6,800 shares owned by Thrift, and the 58,000 shares owned by SCP, or an aggregate of 179,200 shares of Common Stock, constituting approximately 4.60% of the shares outstanding.
 
 
Page 12 of 16

 
 
 


 
(x)
  
In the aggregate, the Reporting Persons beneficially own 179,200 shares of Common Stock, constituting approximately 4.60% of the shares outstanding.
 
 
(xi)
  
S.O. Holdings directly owned no shares of Common Stock.
 
(b)  The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MO is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by MO. Mr. Maltese, as Managing Member of Holdings, Ventures, and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.
 
(c) During the sixty days prior to November 8, 2013 the Reporting persons effected the following transactions in the Common Stock.
 
Transactions by MP last 60 days
 
Date
Transaction
  
Price
    
Shares
  
10/09/13
Sale
     10.9500       (200 )
10/10/13
Sale
     10.9500       (600 )
10/11/13
Sale
     10.9500       (400 )
10/14/13
Sale
     10.9586       (2,500 )
 
Transactions by MHF last 60 days
 
Date
Transaction
  
Price
    
Shares
  
10/09/13
Sale
     10.9500       (100 )
10/10/13
Sale
     10.9500       (300 )
10/11/13
Sale
     10.9500       (200 )
10/14/13
Sale
     10.9586       (1,100 )
10/16/13
Sale
     10.9508       (100 )
10/17/13
Sale
     10.9579       (100 )
10/18/13
Sale
     10.9797       (100 )
10/24/13
Sale
     10.9400       (200 )
10/25/13
Sale
     10.9300       (100 )
10/28/13
Sale
     10.8000       (1,600 )
11/04/13
Sale
     10.9000       (1,700 )

Transactions by MHFII last 60 days
 
Date
Transaction
  
Price
    
Shares
  
10/09/13
Sale
     10.9500       (300 )
10/10/13
Sale
     10.9500       (800 )
10/11/13
Sale
     10.9500       (500 )
10/14/13
Sale
     10.9586       (3,000 )
10/16/13
Sale
     10.9508       (1,000 )
10/17/13
Sale
     10.9579       (600 )
10/18/13
Sale
     10.9797       (800 )
10/24/13
Sale
     10.9400       (1,400 )
10/25/13
Sale
     10.9300       (500 )
10/28/13
Sale
     10.8000       (10,700 )
11/04/13
Sale
     10.9000       (11,000 )
 
Transactions by MO last 60 days
 
Date
Transaction
  
Price
    
Shares
  
10/09/13
Sale
     10.9500       (200 )
10/10/13
Sale
     10.9500       (600 )
10/11/13
Sale
     10.9500       (400 )
10/14/13
Sale
     10.9586       (2,700 )
10/16/13
Sale
     10.9508       (400 )
10/17/13
Sale
     10.9579       (200 )
10/18/13
Sale
     10.9797       (300 )
10/24/13
Sale
     10.9400       (500 )
10/25/13
Sale
     10.9300       (100 )
10/28/13
Sale
     10.8000       (3,700 )
11/04/13
Sale
     10.9000       (3,900 )

Transactions by Thrift last 60 days
 
Date
Transaction
  
Price
    
Shares
  
10/16/13
Sale
     10.9508       (100 )
10/18/13
Sale
     10.9797       (100 )
10/24/13
Sale
     10.9400       (100 )
10/28/13
Sale
     10.8000       (900 )

Transactions by SCP last 60 days
 
Date
Transaction
  
Price
    
Shares
  
10/16/13
Sale
     10.9508       (800 )
10/17/13
Sale
     10.9759       (500 )
10/18/13
Sale
     10.9797       (600 )
10/24/13
Sale
     10.9400       (1,100 )
10/25/13
Sale
     10.9300       (300 )
10/28/13
Sale
     10.8000       (8,100 )
11/04/13
Sale
     10.9000       (8,400 )


(d) Not applicable.  

(e) Not applicable.
 
 Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
 
Item 7.    Material to be Filed as Exhibits.
 
Exhibit 1
  
Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission
 

Page 14 of 16
 
 
 


SIGNATURES
 
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.
 
Dated: November 8, 2013
 


                 
MALTA PARTNERS, L.P.
 
 
 
MALTA HEDGE FUND, L.P.
         
By:
 
SOAM Holdings, LLC,
the sole general partner
 
 
 
By:
 
SOAM Holdings, LLC,
the sole general partner
 
By:
 
/s/ Terry Maltese
 
 
 
By:
 
/s/ Terry Maltese
 
 
Terry Maltese
Managing Member
 
 
 
 
 
Terry Maltese
Managing Member
     
 
MALTA OFFSHORE, LTD
 
 
 
MALTA HEDGE FUND II, L.P.
         
By:
 
/s/ Terry Maltese
Terry Maltese
 
 
 
By:
 
SOAM Holdings, LLC,
the sole general partner
 
 
 
  
 
 
 
By:
 
/s/ Terry Maltese
By:   
Terry Maltese
Director
 
 
 
 
 
Terry Maltese
Managing Member

     
SOAM CAPITAL PARTNERS, L.P.
    
 
Sandler O'Neil Asset
Management LLC
         
By:   
SOAM Venture Holdings, LLC
the sole general partner
       By:    
/s/ Terry Maltese
               
Terry Maltese
President
By:
  
/s/ Terry Maltese
    
 
 
 
 
   
Terry Maltese
Managing Member
    
 
 
 
 

                 
     
SOAM Holdings, LLC
    
 
TERRY MALTESE
         
By:
  
/s/ Terry Maltese
    
 
 By:
 
/s/ Terry Maltese
   
Terry Maltese
Managing Member
    
 
 
 
Terry Maltese
 
 
     
MALTA THRIFT FUND, L.P.
    
 
 
         
By:   
SOAM Venture Holdings, LLC
the sole general partner
            
               
 
By:
  
/s/ Terry Maltese
    
 
 
 
 
   
Terry Maltese
Managing Member

 
 
 
 
 
 

 
Page 15 of 16

 
 
 



EXHIBIT 1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
Dated:  November 8, 2013
 

 MALTA PARTNERS, L.P.
 
 
 
MALTA HEDGE FUND, L.P.
         
By:
 
SOAM Holdings, LLC,
the sole general partner
 
 
 
By:
 
SOAM Holdings, LLC,
the sole general partner
 
By:
 
/s/ Terry Maltese
 
 
 
By:
 
/s/ Terry Maltese
 
 
Terry Maltese
Managing Member
 
 
 
 
 
Terry Maltese
Managing Member
 
     
MALTA OFFSHORE, LTD
 
 
 
MALTA HEDGE FUND II, L.P.
                 
By:
 
/s/ Terry Maltese
 
 
 
By:
 
SOAM Holdings, LLC,
the sole general partner
 
 
Terry Maltese
Director
 
 
 
By:
 
/s/ Terry Maltese
     
 
 
 
 
 
Terry Maltese
Managing Member
 
     
SOAM CAPITAL PARTNERS, L.P.
    
 
Sandler O'Neil Asset
Management LLC
         
By:   
SOAM Venture Holdings, LLC
the sole general partner
       By:    
/s/ Terry Maltese
               
Terry Maltese
President
By:
  
/s/ Terry Maltese
    
 
 
 
 
   
Terry Maltese
Managing Member
    
 
 
 
 
                 
     
SOAM Holdings, LLC
    
 
Terry Maltese
         
By:
  
/s/ Terry Maltese
    
 
 By:
 
/s/ Terry Maltese
   
Terry Maltese
Managing Member
    
 
 
 
Terry Maltese
 
     
MALTA THRIFT FUND, L.P.
    
 
 
         
By:   
SOAM Venture Holdings, LLC
the sole general partner
            
               
 
By:
  
/s/ Terry Maltese
    
 
 
 
 
   
Terry Maltese
Managing Member
 
 
 
 
 
 
 
Page 16 of 16

SK 27061 0003 1428445