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CUSIP No. 420476103
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Page 1 of 9 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HAWTHORN BANCSHARES, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
420476103
(CUSIP Number)
Mr. John W. Palmer
PL Capital Advisors, LLC
750 Eleventh Street South
Suite 202
Naples, FL 34102
(239) 777-0187
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
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Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL 60654-5313
(312) 832-4549
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Peter D. Fetzer
Foley & Lardner LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202-5306
(414) 297-5596
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February 15, 2022
(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 ☐.
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CUSIP No. 420476103
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON
PL Capital Advisors, 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) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
341,780
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
341,780
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,780
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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)
5.2%
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 420476103
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON
John W. Palmer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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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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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
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
341,780
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
341,780
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,780
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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)
5.2%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 420476103
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON
Richard J. Lashley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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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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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
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
341,780
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
341,780
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,780
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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)
5.2%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 420476103
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Page 5 of 9 Pages
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| Item 1. |
Security and Issuer
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This initial Schedule 13D relates to the common stock, $1.00 par value (the “Common Stock”), of Hawthorn Bancshares, Inc. (the “Company”). The address of the principal
executive offices of the Company is 132 East High Street, PO Box 688, Jefferson City, Missouri 65102.
| Item 2. |
Identity and Background
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| (a) |
This Schedule 13D is being filed jointly by (1) PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the
Investment Advisers Act of 1940 (“PL Capital Advisors”); (2) Richard J. Lashley, a managing member of PL Capital Advisors; and (3) John W. Palmer, a
managing member of PL Capital Advisors (collectively, the “Reporting Persons”). The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to this Schedule 13D.
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| (b) |
The principal business address of the Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102.
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| (c) |
The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts
(collectively, the “Clients”). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control
over the affairs of PL Capital Advisors. PL Capital Advisors has sole voting and dispositive power over the Common Stock held by the Clients, which is deemed shared with the two Managing Members of PL Capital Advisors, and the Clients do not
have the right to acquire voting or dispositive power over the Common Stock within sixty days.
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| (d)-(e) |
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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 violations with respect at such laws.
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| (f) |
Richard Lashley and John Palmer are citizens of the United States.
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| Item 3. |
Source and Amount of Funds or Other Consideration
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In aggregate, the Reporting Persons have voting and dispositive power over 341,780 shares of the Common Stock
acquired at an aggregate cost of $6,797,341. The Clients hold 341,780 shares of Common Stock. PL Capital Advisors, Mr. Palmer and Mr. Lashley do not own any Common Stock directly but are deemed to beneficially own Common Stock held by the Clients.
PL Capital Advisors, Mr. Palmer and Mr. Lashley disclaim beneficial ownership of such Common Stock, except to the extent of their pecuniary interest therein.
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CUSIP No. 420476103
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Page 6 of 9 Pages
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From time to time, the Reporting Persons may have purchased or held Common Stock on margin provided by Goldman
Sachs & Co. (“Goldman Sachs”) on such firm’s usual terms and conditions. All or part of the shares of Common Stock owned by the Clients may from time to
time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to the Clients. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such
indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no Clients or other holders of Common Stock have margin or other loans outstanding secured by Common Stock other than PL Capital/Focused Fund
LP and Goodbody/PL Capital LP.
| Item 4. |
Purpose of Transaction
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This is the Reporting Persons’ initial Schedule 13D. In the aggregate, the Reporting Persons own 5.2% of the outstanding Common Stock,
based upon the Company’s aggregate outstanding shares as of November 4, 2021. The Reporting Persons acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.
The Reporting Persons intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company’s
management and board. As it deems necessary, the Reporting Persons will assert their stockholder rights.
The Reporting Persons may make purchases of shares of Common Stock in the future and may also dispose of any or all the shares of Common
Stock held by them.
To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act
of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Schedule 13D, the Reporting Persons do not have any plans or proposals, which relate to, or would result in, any of the matters
referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
The Reporting Persons may make further purchases of shares of Common Stock, and the Reporting Persons may dispose
of any or all the shares of Common Stock which they hold on behalf of the Clients.
| Item 5. |
Interest in Securities of the Company
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The percentages used in this Schedule
13D are calculated based upon the number of outstanding shares of Common Stock, 6,616,975, reported as the number of outstanding shares as of November 4, 2021, in
the Company’s Quarterly Report on Form 10-Q filed on November 4, 2021.
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CUSIP No. 420476103
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Page 7 of 9 Pages
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Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or
adviser to the Clients, they are deemed to share voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients.
PL Capital Advisors made transactions in the Common Stock on behalf of the Clients within the past 60 days as noted
below. Messrs. Palmer and Lashley did not have any transactions in the Common Stock other than the transactions effected by PL Capital Advisors on behalf of the Clients.
PL Capital Advisors Transactions Common Stock
(a)-(b) See cover page.
| (c) |
On behalf of the Clients, PL Capital Advisors made the following purchases (and no sales) of Common Stock in the past sixty days:
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Trade Date
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Number of Shares Purchased
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Price Per Share
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Where and How Transaction Effected
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2/15/2022
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14,050
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25.50
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Open Market Transaction
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2/4/2022
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4,490
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25.48
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Open Market Transaction
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2/2/2022
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2,137
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25.50
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Open Market Transaction
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1/31/2022
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3,437
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25.49
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Open Market Transaction
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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PL Capital Advisors is the investment
manager on behalf of the Clients. Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement. PL
Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients’ capital. Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general
partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership. For serving as the general partner of these partnerships, PL Capital Advisors’ affiliates are entitled to an allocation of a portion of net profits, if any,
generated by the partnerships.
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CUSIP No. 420476103
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Page 8 of 9 Pages
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| Item 7. |
Material to be Filed as Exhibits
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Exhibit No.
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Description
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99.1
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CUSIP No. 420476103
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Page 9 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is
true, accurate, and complete.
Dated: February 17, 2022.
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PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
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By: /s/ John W. Palmer
John W. Palmer
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By: /s/ Richard J. Lashley
Richard J. Lashley
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