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First California Financial Group
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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319395109
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(CUSIP Number)
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Paul Magidson
c/o Castine Capital Management, LLC
One International Place, Suite 2401
Boston, MA 02110
United States of America
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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May 9, 2012
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
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* 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.
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CUSIP No.
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319395109
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Castine Capital Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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765,900
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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765,900
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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765,900
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.6%
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14.
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TYPE OF REPORTING PERSON
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OO, IA
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CUSIP No.
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319395109
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Paul Magidson
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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765,900
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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765,900
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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765,900
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.6%
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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319395109
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The shares beneficially owned by the Reporting Persons were purchased with the investment capital of the private investment funds advised by Castine.
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Item 4.
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Purpose of Transaction.
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No material change to the Schedule 13D filed by the Reporting Persons on January 23, 2012.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (e)
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As of the date hereof, (i) Castine and Mr. Magidson may be deemed to be the beneficial owners of 765,900 Shares, constituting 2.6% of the Shares, based upon 29,227,764* Shares outstanding as of the date hereof.
Castine has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 765,900 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 765,900 Shares.
Mr. Magidson has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 765,900 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 765,900 Shares.
The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions.
*This outstanding Shares figure reflects the number of outstanding Shares at May 8, 2012, as reported in the Issuer's Form 10-Q, filed on May 10, 2012.
Castine and Mr. Magidson ceased to be beneficial owner of greater than 5% of the outstanding Shares on January 31, 2012.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Not Applicable
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in Shares
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May 14, 2012
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(Date)
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Castine Capital Management, LLC
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By:
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/s/ Paul Magidson
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Paul Magidson, Managing Member
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Paul Magidson
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/s/ Paul Magidson
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Paul Magidson
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May 14, 2012
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(Date)
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Castine Capital Management, LLC
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By:
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/s/ Paul Magidson
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Paul Magidson, Managing Member
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Paul Magidson
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/s/ Paul Magidson
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Paul Magidson
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Date of Transaction
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Title of Class
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Number of
Shares Purchased
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Number of
Shares Sold
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Price
Per Share
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4/2/2012
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Common Stock
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101,067
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5.83
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4/2/2012
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Common Stock
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101,067
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5.83
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5/9/2012
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Common Stock
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34,400
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6.70
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5/9/2012
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Common Stock
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323,600
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6.6913
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5/9/2012
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Common Stock
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100,000
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6.67
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