Dime Community Bancshares, Inc.
|
Common Stock
|
25432X102
|
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
Attn: Matthew Lindenbaum
Telephone: (212) 521-9500
With a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attn: Michael E. Brandt, Esq.
Telephone: (212) 728-8000
|
August 24, 2022
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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.
|
CUSIP No. 108035106
|
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1.
|
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Name of Reporting Person
Basswood Capital Management, L.L.C.
|
||||
2.
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|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
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SEC Use Only
|
||||
4.
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Source of Funds (See Instructions)
AF
|
||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
||
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8.
|
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Shared Voting Power
2,325,755
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|||
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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
2,325,755
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,325,755
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
6.03%
|
||||
14.
|
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Type of Reporting Person (See Instructions)
IA
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CUSIP No. 108035106
|
|
1.
|
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Name of Reporting Person
Basswood Partners, L.L.C.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
604,439
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
604,439
|
|||
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
604,439
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.57%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Opportunity Partners, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
401,846
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
401,846
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
401,846
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.04%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Opportunity Fund, Inc.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
6,354
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
6,354
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,354
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.02%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
140,164
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
140,164
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
140,164
|
||||
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. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Long Only Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
62,429
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
62,429
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
62,429
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.16%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Co-Investment Fund (SPC), Ltd., For and on Behalf of Segregated Portfolio C-1
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
18,660
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
18,660
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,660
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.05%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Matthew Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
167,970.82
|
||
|
8.
|
|
Shared Voting Power
2,325,755
|
|||
|
9.
|
|
Sole Dispositive Power
167,970.82
|
|||
|
10.
|
|
Shared Dispositive Power
2,325,755
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,493,725.82
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
6.46%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Bennett Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
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
138,282
|
||
|
8.
|
|
Shared Voting Power
2,325,755
|
|||
|
9.
|
|
Sole Dispositive Power
138,282
|
|||
|
10.
|
|
Shared Dispositive Power
2,325,755
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,464,037
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
6.38%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
Dated: August 30, 2022
|
||
Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Partners, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Opportunity Partners, LP
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Opportunity Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Long Only Fund, LP
By: Basswood Capital Management, L.L.C. |
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Co-Investment Fund (SPC), Ltd.,
For and on Behalf of Segregated Portfolio C-1
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
/s/ Matthew Lindenbaum
|
||
Matthew Lindenbaum
|
||
/s/ Bennett Lindenbaum
|
||
Bennett Lindenbaum
|
||
Fund
|
Trade Date
|
Shares Purchased (Sold)
|
Price
|
Basswood Financial Fund, LP
|
08/02/22
|
(762)
|
$34.04
|
Basswood Financial Long Only Fund LP
|
08/02/22
|
(343)
|
$34.04
|
Basswood Opportunity Fund, Inc.
|
08/02/22
|
(40)
|
$34.04
|
Basswood Opportunity Partners, LP
|
08/02/22
|
(1,935)
|
$34.04
|
Basswood Managed Account
|
08/02/22
|
(538)
|
$34.04
|
Basswood Managed Account
|
08/02/22
|
(1,309)
|
$34.04
|
Basswood Managed Account
|
08/02/22
|
(1,568)
|
$34.04
|
Basswood Managed Account
|
08/02/22
|
(108)
|
$34.04
|
Basswood Managed Account
|
08/02/22
|
(2,185)
|
$34.04
|
Basswood Managed Account
|
08/02/22
|
(3,699)
|
$34.04
|
Basswood Managed Account
|
08/02/22
|
(21,561)
|
$34.04
|
Basswood Managed Account
|
08/02/22
|
(952)
|
$34.04
|
Basswood Financial Fund, LP
|
08/03/22
|
(741)
|
$33.69
|
Basswood Financial Long Only Fund LP
|
08/03/22
|
(335)
|
$33.69
|
Basswood Opportunity Partners, LP
|
08/03/22
|
(1,882)
|
$33.69
|
Basswood Managed Account
|
08/03/22
|
(523)
|
$33.69
|
Basswood Managed Account
|
08/03/22
|
(1,273)
|
$33.69
|
Basswood Managed Account
|
08/03/22
|
(1,525)
|
$33.69
|
Basswood Managed Account
|
08/03/22
|
(105)
|
$33.69
|
Basswood Managed Account
|
08/03/22
|
(2,125)
|
$33.69
|
Basswood Managed Account
|
08/03/22
|
(3,597)
|
$33.69
|
Basswood Managed Account
|
08/03/22
|
(20,969)
|
$33.69
|
Basswood Managed Account
|
08/03/22
|
(925)
|
$33.69
|
Basswood Financial Fund, LP
|
08/04/22
|
(183)
|
$33.30
|
Basswood Financial Long Only Fund LP
|
08/04/22
|
(83)
|
$33.30
|
Basswood Opportunity Partners, LP
|
08/04/22
|
(465)
|
$33.30
|
Basswood Managed Account
|
08/04/22
|
(129)
|
$33.30
|
Basswood Managed Account
|
08/04/22
|
(314)
|
$33.30
|
Basswood Managed Account
|
08/04/22
|
(376)
|
$33.30
|
Basswood Managed Account
|
08/04/22
|
(26)
|
$33.30
|
Basswood Managed Account
|
08/04/22
|
(525)
|
$33.30
|
Basswood Managed Account
|
08/04/22
|
(888)
|
$33.30
|
Basswood Managed Account
|
08/04/22
|
(5,179)
|
$33.30
|
Basswood Managed Account
|
08/04/22
|
(229)
|
$33.30
|
Basswood Financial Fund, LP
|
08/16/22
|
(1,613)
|
$35.22
|
Basswood Financial Long Only Fund LP
|
08/16/22
|
(1,128)
|
$35.22
|
Basswood Opportunity Partners, LP
|
08/16/22
|
(6,041)
|
$35.22
|
Basswood Managed Account
|
08/16/22
|
(4,001)
|
$35.22
|
Basswood Managed Account
|
08/16/22
|
(2,545)
|
$35.22
|
Basswood Managed Account
|
08/16/22
|
(334)
|
$35.22
|
Basswood Managed Account
|
08/16/22
|
(1,794)
|
$35.22
|
Basswood Managed Account
|
08/16/22
|
(4,673)
|
$35.22
|
Basswood Managed Account
|
08/16/22
|
(28,247)
|
$35.22
|
Basswood Managed Account
|
08/16/22
|
(3,447)
|
$35.22
|
Basswood Financial Fund, LP
|
08/17/22
|
(288)
|
$34.49
|
Basswood Financial Long Only Fund LP
|
08/17/22
|
(201)
|
$34.49
|
Basswood Opportunity Partners, LP
|
08/17/22
|
(1,077)
|
$34.49
|
Basswood Managed Account
|
08/17/22
|
(714)
|
$34.49
|
Basswood Managed Account
|
08/17/22
|
(454)
|
$34.49
|
Basswood Managed Account
|
08/17/22
|
(59)
|
$34.49
|
Basswood Managed Account
|
08/17/22
|
(320)
|
$34.49
|
Basswood Managed Account
|
08/17/22
|
(834)
|
$34.49
|
Basswood Managed Account
|
08/17/22
|
(5,038)
|
$34.49
|
Basswood Managed Account
|
08/17/22
|
(615)
|
$34.49
|
Basswood Financial Fund, LP
|
08/18/22
|
(643)
|
$34.54
|
Basswood Financial Long Only Fund LP
|
08/18/22
|
(450)
|
$34.54
|
Basswood Opportunity Partners, LP
|
08/18/22
|
(2,409)
|
$34.54
|
Basswood Managed Account
|
08/18/22
|
(1,595)
|
$34.54
|
Basswood Managed Account
|
08/18/22
|
(1,015)
|
$34.54
|
Basswood Managed Account
|
08/18/22
|
(133)
|
$34.54
|
Basswood Managed Account
|
08/18/22
|
(715)
|
$34.54
|
Basswood Managed Account
|
08/18/22
|
(1,862)
|
$34.54
|
Basswood Managed Account
|
08/18/22
|
(11,261)
|
$34.54
|
Basswood Managed Account
|
08/18/22
|
(1,374)
|
$34.54
|
Basswood Financial Fund, LP
|
08/19/22
|
(1,020)
|
$33.90
|
Basswood Financial Long Only Fund LP
|
08/19/22
|
(713)
|
$33.90
|
Basswood Opportunity Partners, LP
|
08/19/22
|
(3,818)
|
$33.90
|
Basswood Managed Account
|
08/19/22
|
(2,529)
|
$33.90
|
Basswood Managed Account
|
08/19/22
|
(1,609)
|
$33.90
|
Basswood Managed Account
|
08/19/22
|
(211)
|
$33.90
|
Basswood Managed Account
|
08/19/22
|
(1,134)
|
$33.90
|
Basswood Managed Account
|
08/19/22
|
(2,953)
|
$33.90
|
Basswood Managed Account
|
08/19/22
|
(17,853)
|
$33.90
|
Basswood Managed Account
|
08/19/22
|
(2,179)
|
$33.90
|
Basswood Financial Fund, LP
|
08/22/22
|
(237)
|
$32.87
|
Basswood Financial Long Only Fund LP
|
08/22/22
|
(166)
|
$32.87
|
Basswood Opportunity Partners, LP
|
08/22/22
|
(887)
|
$32.87
|
Basswood Managed Account
|
08/22/22
|
(587)
|
$32.87
|
Basswood Managed Account
|
08/22/22
|
(373)
|
$32.87
|
Basswood Managed Account
|
08/22/22
|
(49)
|
$32.87
|
Basswood Managed Account
|
08/22/22
|
(263)
|
$32.87
|
Basswood Managed Account
|
08/22/22
|
(686)
|
$32.87
|
Basswood Managed Account
|
08/22/22
|
(4,146)
|
$32.87
|
Basswood Managed Account
|
08/22/22
|
(506)
|
$32.87
|
Basswood Financial Fund, LP
|
08/23/22
|
(345)
|
$32.88
|
Basswood Financial Long Only Fund LP
|
08/23/22
|
(241)
|
$32.88
|
Basswood Opportunity Partners, LP
|
08/23/22
|
(1,291)
|
$32.88
|
Basswood Managed Account
|
08/23/22
|
(855)
|
$32.88
|
Basswood Managed Account
|
08/23/22
|
(544)
|
$32.88
|
Basswood Managed Account
|
08/23/22
|
(71)
|
$32.88
|
Basswood Managed Account
|
08/23/22
|
(384)
|
$32.88
|
Basswood Managed Account
|
08/23/22
|
(998)
|
$32.88
|
Basswood Managed Account
|
08/23/22
|
(6,035)
|
$32.88
|
Basswood Managed Account
|
08/23/22
|
(736)
|
$32.88
|
Basswood Financial Fund, LP
|
08/24/22
|
(4,403)
|
$32.31
|
Basswood Financial Long Only Fund LP
|
08/24/22
|
(3,079)
|
$32.31
|
Basswood Opportunity Partners, LP
|
08/24/22
|
(16,489)
|
$32.31
|
Basswood Managed Account
|
08/24/22
|
(10,921)
|
$32.31
|
Basswood Managed Account
|
08/24/22
|
(6,947)
|
$32.31
|
Basswood Managed Account
|
08/24/22
|
(912)
|
$32.31
|
Basswood Managed Account
|
08/24/22
|
(4,899)
|
$32.31
|
Basswood Managed Account
|
08/24/22
|
(12,754)
|
$32.31
|
Basswood Managed Account
|
08/24/22
|
(77,096)
|
$32.31
|
Basswood Managed Account
|
08/24/22
|
(9,407)
|
$32.31
|