UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
| Limestone Bancorp Inc (LMST) |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 53262L105 |
| (CUSIP Number) |
| 3/18/2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☑ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No . | 53262L105 | Page 2 of 11 |
|
1 |
NAME OF REPORTING PERSONS |
FJ Capital Management LLC
| ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☑ (b) ☐ | ||
|
3 |
SEC USE ONLY
|
|||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | ||
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 361,392 (1) | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 361,392 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
361,392 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.36% | ||
|
12 |
TYPE OF REPORTING PERSON
|
IA | ||
| (1) | Consists of 106,914 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 44,946 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, and 202,643 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member and 6,889 shares common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership. |
| CUSIP No . | 53262L105 | Page 3 of 11 |
|
1 |
NAME OF REPORTING PERSONS |
Financial Opportunity Fund LLC
| ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☑ (b) ☐ | ||
|
3 |
SEC USE ONLY
|
|||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | ||
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 106,914 (1) | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 106,914 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
106,914 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.62% | ||
|
12 |
TYPE OF REPORTING PERSON
|
OO | ||
| (1) | Consists of 106,914 shares of common stock of the Issuer held by Financial Opportunity Fund LLC. |
| CUSIP No . | 53262L105 | Page 4 of 11 |
|
1 |
NAME OF REPORTING PERSONS |
Financial Hybrid Opportunity Fund LLC
| ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☑ (b) ☐ | ||
|
3 |
SEC USE ONLY
|
|||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | ||
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 44,946 (1) | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 44,946 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
44,946 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.68% | ||
|
12 |
TYPE OF REPORTING PERSON
|
OO | ||
| (2) | Consists of 44,946 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC. |
| CUSIP No . | 53262L105 | Page 5 of 11 |
|
1 |
NAME OF REPORTING PERSONS |
Financial Hybrid Opportunity SPV I LLC
| ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☑ (b) ☐ | ||
|
3 |
SEC USE ONLY
|
|||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | ||
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 202,643 (1) | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 202,643 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
202,643 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.06% | ||
|
12 |
TYPE OF REPORTING PERSON
|
OO | ||
| (3) | Consists of 202,643 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC. |
| CUSIP No . | 53262L105 | Page 6 of 11 |
|
1 |
NAME OF REPORTING PERSONS |
Martin Friedman
| ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☑ (b) ☐ | ||
|
3 |
SEC USE ONLY
|
|||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | ||
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 361,392 (1) | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 361,392 (1) | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
361,392 (1) | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.36% | ||
|
12 |
TYPE OF REPORTING PERSON
|
IN | ||
| (1) | Consists of 106,914 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 44,946 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, and 202,643 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member and 6,889 shares common stock of the Issuer held by a managed account that FJ Capital Management manages. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership. |
| CUSIP No . | 53262L105 | Page 7 of 11 |
| Item 1(a). | Name of Issuer: | |
| Limestone Bancorp, Inc | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 2500 Eastpoint Parkway | ||
| Louisville, KY 40223 | ||
| Item 2(a). | Name of Person Filing: | |
|
This Schedule 13G is being filed on behalf of the following Reporting Persons: Financial Opportunity Fund LLC Financial Hybrid Opportunity Fund LLC Financial Hybrid Opportunity SPV I LLC FJ Capital Management LLC Martin Friedman | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
|
FJ Capital Management, LLC 7901 Jones Branch Drive, Suite 210 McLean, VA 22102
Financial Opportunity Fund LLC 7901 Jones Branch Drive, Suite 210 McLean, VA 22102
Financial Hybrid Opportunity Fund LLC 7901 Jones Branch Drive, Suite 210 McLean, VA 22102
Financial Hybrid Opportunity SPV I LLC 7901 Jones Branch Drive, Suite 210 McLean, VA 22102
Martin Friedman 7901 Jones Branch Drive, Suite 210 McLean, VA 22102 | ||
| Item 2(c). | Citizenship: | |
|
Financial Opportunity Fund LLC, Financial Hybrid Opportunity Fund LLC, Financial Hybrid Opportunity SPV I LLC and FJ Capital Management LLC – Delaware limited liability companies Martin Friedman – United States citizen | ||
| Item 2(d). | Title of Class of Securities: | |
| Common Stock | ||
| CUSIP No . | 53262L105 | Page 8 of 11 |
| Item 2(e). | CUSIP Number: | |
| 53262L105 | ||
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: | |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
| |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
| |
| Item 4. | Ownership. | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: | |
|
FJ Capital Management LLC – 361,392 shares Financial Opportunity Fund LLC – 106,914 shares Financial Hybrid Opportunity Fund LLC – 44,946 shares Financial Hybrid Opportunity SPV I LLC – 202,643 shares Martin Friedman – 361,392 shares | ||
| (b) | Percent of class: | |
|
FJ Capital Management LLC – 5.36% Financial Opportunity Fund LLC – 1.62% Financial Hybrid Opportunity Fund LLC – 0.68% Financial Hybrid Opportunity SPV I LLC – 3.06% Martin Friedman – 5.36% |
| CUSIP No . | 53262L105 | Page 9 of 11 |
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote | ||
| All Reporting Persons - 0 | |||
| (ii) | Shared power to vote or to direct the vote | ||
|
FJ Capital Management LLC – 361,392 shares Financial Opportunity Fund LLC – 106,914 shares Financial Hybrid Opportunity Fund LLC – 44,946 shares Financial Hybrid Opportunity SPV I LLC – 202,643 shares Martin Friedman – 361,392 shares | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| All Reporting Persons - 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
|
FJ Capital Management LLC – 361,392 shares Financial Opportunity Fund LLC – 106,914 shares Financial Hybrid Opportunity Fund LLC – 44,946 shares Financial Hybrid Opportunity SPV I LLC – 202,643 shares Martin Friedman – 361,392 shares | |||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| N/A. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| N/A | |
| Item 8. | Identification and Classification of Members of the Group. |
| Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. | |
| Item 9. | Notice of Dissolution of Group. |
| N/A |
| CUSIP No . | 53262L105 | Page 10 of 11 |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
| CUSIP No . | 53262L105 | Page 11 of 11 |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: 3/18/2022
|
Financial Opportunity Fund LLC By: FJ Capital Management LLC, its Managing Member
By: /s/ Martin Friedman Name: Martin Friedman Title: Managing Member
Financial HYBrid Opportunity Fund LLC By: FJ Capital Management LLC, its Managing Member
By: /s/ Martin Friedman Name: Martin Friedman Title: Managing Member
Financial Hybrid Opportunity SPV i LLC By: FJ Capital Management LLC, its Managing Member
By: /s/ Martin Friedman Name: Martin Friedman Title: Managing Member
FJ Capital Management LLC
By: /s/ Martin Friedman Name: Martin Friedman Title: Managing Member
/s/ Martin Friedman MARTIN FRIEDMAN | |