CUSIP No. 75902K106
|
Page 2 of 13 Pages
|
||||
1
|
NAME OF REPORTING 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
|
SOURCE OF FUNDS
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
888,852 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
888,852 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,852 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.27%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
CUSIP No. 75902K106
|
Page 3 of 13 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Basswood Partners, L.L.C.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
290,069 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
290,069 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,069 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.03%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 75902K106
|
Page 4 of 13 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Basswood Financial Fund, LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
72,575 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
72,575 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,575 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.76%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 75902K106
|
Page 5 of 13 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Basswood Financial Long Only Fund, LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
34,108 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
34,108 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,108 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.36%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 75902K106
|
Page 6 of 13 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Basswood Opportunity Partners, LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
183,386 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
183,386 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,386 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.91%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 75902K106
|
Page 7 of 13 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Basswood Opportunity Fund, Inc.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
3,788 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
3,788 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,788 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. 75902K106
|
Page 8 of 13 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Jonathan D. Brown
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
17,789
|
|||
8
|
SHARED VOTING POWER
0
|
||||
9
|
SOLE DISPOSITIVE POWER
17,789
|
||||
10
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,789 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.19%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 75902K106
|
Page 9 of 13 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Matthew Lindenbaum
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
888,852 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
888,852 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,852 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.27%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN/HC
|
CUSIP No. 75902K106
|
Page 10 of 13 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Bennett Lindenbaum
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
888,852 (see Item 5)
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
888,852 (see Item 5)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,852 (see Item 5)
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.27%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN/HC
|
Item 4. |
Purpose of Transaction.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Dated: November 29, 2022
|
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
|
|
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD PARTNERS, L.L.C.
|
|
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD FINANCIAL FUND, LP
|
|
By: Basswood Capital Management, L.L.C.
|
||
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD FINANCIAL LONG ONLY FUND, LP
|
|
By: Basswood Capital Management, L.L.C.
|
||
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD OPPORTUNITY PARTNERS, LP
|
|
By: Basswood Capital Management, L.L.C.
|
||
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
BASSWOOD OPPORTUNITY FUND, INC.
|
|
By: Basswood Capital Management, L.L.C.
|
||
By: /s/ Matthew Lindenbaum
|
||
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Dated: November 29, 2022
|
/s/ Jonathan D. Brown
|
|
Jonathan D. Brown
|
||
Dated: November 29, 2022
|
/s/ Matthew Lindenbaum
|
|
Matthew Lindenbaum
|
||
Dated: November 29, 2022
|
/s/ Bennett Lindenbaum
|
|
Bennett Lindenbaum
|
Fund
|
Trade Date
|
Shares Purchased (Sold)
|
Price
|
Basswood Managed Account
|
11/08/22
|
(4,189)
|
$28.75
|
Basswood Managed Account
|
11/08/22
|
(15,236)
|
$28.75
|
Basswood Managed Account
|
11/08/22
|
(805)
|
$28.75
|
Basswood Managed Account
|
11/08/22
|
(8,905)
|
$28.75
|
Basswood Managed Account
|
11/10/22
|
(862)
|
$32.02
|
Basswood Managed Account
|
11/10/22
|
(3,138)
|
$32.02
|
Basswood Managed Account
|
11/10/22
|
(166)
|
$32.02
|
Basswood Managed Account
|
11/10/22
|
(1,834)
|
$32.02
|
Basswood Managed Account
|
11/11/22
|
(1,606)
|
$31.63
|
Basswood Managed Account
|
11/11/22
|
(5,843)
|
$31.63
|
Basswood Managed Account
|
11/11/22
|
(309)
|
$31.63
|
Basswood Managed Account
|
11/11/22
|
(3,414)
|
$31.63
|
Basswood Managed Account
|
11/14/22
|
(751)
|
$31.00
|
Basswood Managed Account
|
11/14/22
|
(2,729)
|
$31.00
|
Basswood Managed Account
|
11/14/22
|
(144)
|
$31.00
|
Basswood Managed Account
|
11/14/22
|
(1,595)
|
$31.00
|
Basswood Managed Account
|
11/15/22
|
(453)
|
$30.38
|
Basswood Managed Account
|
11/15/22
|
(1,646)
|
$30.38
|
Basswood Managed Account
|
11/15/22
|
(87)
|
$30.38
|
Basswood Managed Account
|
11/15/22
|
(962)
|
$30.38
|
Basswood Managed Account
|
11/17/22
|
(9,071)
|
$28.58
|
Basswood Managed Account
|
11/17/22
|
(32,996)
|
$28.58
|
Basswood Managed Account
|
11/17/22
|
(1,743)
|
$28.58
|
Basswood Managed Account
|
11/17/22
|
(19,283)
|
$28.58
|
Basswood Managed Account
|
11/22/22
|
(144)
|
$29.59
|
Basswood Managed Account
|
11/22/22
|
(523)
|
$29.59
|
Basswood Managed Account
|
11/22/22
|
(27)
|
$29.59
|
Basswood Managed Account
|
11/22/22
|
(306)
|
$29.59
|
Basswood Managed Account
|
11/23/22
|
(1,935)
|
$29.51
|
Basswood Managed Account
|
11/23/22
|
(7,036)
|
$29.51
|
Basswood Managed Account
|
11/23/22
|
(372)
|
$29.51
|
Basswood Managed Account
|
11/23/22
|
(4,112)
|
$29.51
|
Basswood Financial Fund, LP
|
11/25/22
|
911
|
$29.53
|
Basswood Financial Long Only Fund LP
|
11/25/22
|
170
|
$29.53
|
Basswood Opportunity Fund, Inc.
|
11/25/22
|
374
|
$29.53
|
Basswood Managed Account
|
11/25/22
|
(173)
|
$29.56
|
Basswood Managed Account
|
11/25/22
|
3,579
|
$29.53
|
Basswood Managed Account
|
11/25/22
|
(628)
|
$29.56
|
Basswood Managed Account
|
11/25/22
|
(33)
|
$29.56
|
Basswood Managed Account
|
11/25/22
|
(367)
|
$29.56
|
Basswood Financial Fund, LP
|
11/28/22
|
308
|
$29.25
|
Basswood Financial Long Only Fund LP
|
11/28/22
|
58
|
$29.25
|
Basswood Opportunity Fund, Inc.
|
11/28/22
|
126
|
$29.25
|
Basswood Managed Account
|
11/28/22
|
(841)
|
$29.28
|
Basswood Managed Account
|
11/28/22
|
1,211
|
$29.25
|
Basswood Managed Account
|
11/28/22
|
(3,065)
|
$29.28
|
Basswood Managed Account
|
11/28/22
|
(148)
|
$29.28
|
Basswood Managed Account
|
11/28/22
|
(1,638)
|
$29.28
|