SEC Form SC 13D/A filed by Medallion Financial Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Medallion Financial Corp.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

583928106

(CUSIP Number)

Kenneth Orr

KORR Acquisitions Group, Inc.

Suite 305, 1400 Old Country Road

Westbury, NY 11590

(855) 567-7858

Andrew M. Freedman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

(212) 451-2250

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 1, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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).

(1) Based on 25,506,630 shares of Common Stock of Medallion Financial Corp. (the “Issuer”) outstanding as of April 22, 2022, as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on May 2, 2022.

(1) Based on 25,506,630 shares of Common Stock of the Issuer outstanding as of April 22, 2022, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on May 2, 2022.

(1) Based on 25,506,630 shares of Common Stock of the Issuer outstanding as of April 22, 2022, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on May 2, 2022.

(1) Based on 25,506,630 shares of Common Stock of the Issuer outstanding as of April 22, 2022, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on May 2, 2022.

(1) Based on 25,506,630 shares of Common Stock of the Issuer outstanding as of April 22, 2022, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on May 2, 2022.

Amendment No. 4 to Schedule 13D

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by KORR Value, L.P. (“KORR Value”), KORR Acquisitions Group, Inc. (“KORR Acquisitions”), Kenneth Orr, David Orr and Jonathan Orr (collectively, the “Reporting Persons”) on March 31, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on June 30, 2021 (“Amendment No. 1”), Amendment No. 2 filed on January 3, 2022 and Amendment No. 3 filed on January 19, 2022 (“Amendment No. 3,” and together with Amendment No. 1, Amendment No. 2 and the Original Schedule 13D, the “Schedule 13D”). This Amendment No. 4 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 3 of Schedule 13D is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,299,500 shares of Common Stock directly held by KORR Value reported herein was approximately $6,289,580. Such shares of Common Stock directly held by KORR Value were purchased with the working capital of KORR Value.

The aggregate purchase price of the 80,000 shares of Common Stock directly held by David Orr was approximately $418,355. Such shares of Common Stock were purchased with the personal funds of David Orr (including margin loans made by brokerage firms in the ordinary course of business).

The aggregate purchase price of the 91,600 shares of Common Stock directly held by Jonathan Orr was approximately $371,478. Such shares of Common Stock were purchased with the personal funds of Jonathan Orr.

All shares of Common Stock reported herein were purchased in open market transactions through brokers.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On May 1, 2022, the Reporting Persons entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer.

Pursuant to the Cooperation Agreement and effective as of the date thereof, the Board of Directors of the Issuer (the “Board”) agreed to increase the size of the Board by one director and appoint Brent O. Hatch, the founder of the Hatch Law Group, PC and an independent director of Medallion Bank, a wholly-owned subsidiary of the Company, to the Board as a Class II director with a term expiring at the 2022 Annual Meeting to fill the resulting vacancy. The Board further agreed to create the position of Lead Independent Director and appoint Mr. Hatch thereto. The Board has agreed to nominate Mr. Hatch to be elected at the 2022 Annual Meeting, to recommend in favor of his election, and to solicit proxies in favor of his election in the same manner as all other nominees of the Board. Furthermore, the Board has agreed to promptly engage a third-party executive search firm to assist the Board in the identification of an independent director (the “Additional Independent Director”) acceptable to the Board in its sole discretion, who the Board has agreed to appoint within 180 days of the date of the Cooperation Agreement. In connection therewith, Frederick A. Menowitz, a Class I director, will retire from the Board at the earlier of the appointment of the Additional Independent Director and 180 days after the date of the Cooperation Agreement. The Board further agreed to appoint Mr. Hatch and the Additional Independent Director to the Investment Oversight Committee effective upon their respective appointment to the Board.

Furthermore, pursuant to the Cooperation Agreement, the Board agreed to take all necessary actions to authorize a share repurchase program that will permit the continued repurchase of shares of the Company’s common stock for an aggregate purchase price equal to $35 million. The Board has also agreed to consider in good faith authorizing increased quarterly dividends over time.

The Cooperation Agreement further includes, among other things, that the Reporting Persons shall be subject to certain customary standstill, voting commitment, non-disparagement and prohibition on litigation provisions, each subject to certain exceptions.

In addition, pursuant to the Cooperation Agreement, KORR Value has withdrawn the Nomination Notice, dated December 30, 2021, under which it nominated two director candidates for election to the Board at the Annual Meeting and its demands, dated June 30, 2021, January 18, 2022, February 28, 2022, and March 14, 2022, to inspect certain books and records of the Issuer pursuant to Section 220 of the Delaware General Corporation Law.

The Cooperation Agreement will automatically terminate upon the earliest to occur of (i) 180 days after the date of the Cooperation Agreement if the Issuer has not appointed the Additional Independent Director by such date; (ii) 30 days before the nomination deadline for the Issuer’s 2023 annual meeting of stockholders if the Issuer fails to meet certain share repurchase and dividend milestones set forth in the Cooperation Agreement; (iii) 30 days before the nomination deadline for the Issuer’s 2025 annual meeting of stockholders if the Issuer meets certain share repurchase, dividend, or stock price milestones set forth in the Cooperation Agreement; and (iv) 30 days before the nomination deadline for the Issuer’s 2024 annual meeting of stockholders if the requirements of the foregoing clause (iii) are not fulfilled, subject to certain exceptions.

The foregoing summary of the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5 of Schedule 13D is hereby amended and restated to read as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.

Such information is based on 25,506,630 shares of Common Stock of the Issuer outstanding as of April 22, 2022, as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 2, 2022.

As the general partner of KORR Value, KORR Acquisitions may be deemed to exercise voting and investment power over the 1,299,500 shares of Common Stock of the Issuer held directly by KORR Value and thus may be deemed to beneficially own such shares. In addition, as the Chief Executive Officer and Chief Investment Officer of KORR Acquisitions, Kenneth Orr may be deemed to exercise voting and investment power over the 1,299,500 shares of Common Stock of the Issuer held directly by KORR Value and thus may be deemed to beneficially own such shares.

David Orr exercises voting and investment power over the 80,000 shares of Common Stock of the Issuer directly held by him.

Jonathan Orr exercises voting and investment power over the 91,600 shares of Common Stock of the Issuer directly held by him.

(c) Transactions by the Reporting Persons effected during the past 60 days are set forth in Schedule A below and such information is incorporated herein by reference.

(d) The limited partners of KORR Value have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the account of KORR Value in accordance with their respective limited partnership interests.

(e) Not applicable.

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On May 1, 2022, the Reporting Persons and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

KORR Value holds American-style put options (i) referencing an aggregate of 939,200 shares of Common Stock, which have an exercise price of $5.00 per share of Common Stock and expire on May 20, 2022 and (ii) referencing an aggregate of 405,000 shares of Common Stock, which have an exercise price of $5.00 per share of Common Stock and expire on June 20, 2022.

Previously, KORR Value purchased American-style put options referencing an aggregate of 405,000 shares of Common Stock, which have an exercise price of $2.50 per share of Common Stock and expire on May 20, 2022. As set forth on Schedule A, which is incorporated herein by reference, KORR Value sold these put options and, accordingly, no longer has any exposure to such options.

Previously, KORR Value purchased American-style put options referencing an aggregate of 490,000 shares of Common Stock, which had an exercise price of $5.00 per share of Common Stock and expired on April 14, 2022.

David Orr holds American-style put options referencing an aggregate of 40,400 shares of Common Stock, which have an exercise price of $7.50 per share of Common Stock and expire on May 20, 2022.

Jonathan Orr holds American-style put options (i) referencing an aggregate of 35,200 shares of Common Stock, which have an exercise price of $5.00 per share of Common Stock and expire on May 20, 2022, (ii) referencing an aggregate of 6,300 shares of Common Stock, which have an exercise price of $7.50 per share of Common Stock and expire on May 20, 2022 and (iii) referencing an aggregate of 6,500 shares of Common Stock, which have an exercise price of $7.50 per share of Common Stock and expire on June 17, 2022.

Item 7 of Schedule 13D is supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of May 3, 2022

SCHEDULE A

Transactions

The following table sets forth all transactions by the Reporting Persons with respect to shares of Common Stock effected during the past 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 3, 2022. Except as otherwise noted below, all such transactions were purchases or sales of Common Stock effected in the open market.

KORR Value, L.P.

David Orr

Jonathan Orr