UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
| Regional Management Corp. |
| (Name of Issuer) |
Common Stock, $0.10 par value
(Title of Class of Securities)
75902K106
(CUSIP Number)
December 31, 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:
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| ☐ | Rule 13d-1(b) |
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| ☒ | Rule 13d-1(c) |
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| ☐ | 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. 75902K106 |
| Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Forager Fund, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5
| SOLE VOTING POWER
784,566 | |
| 6 | SHARED VOTING POWER
0 | ||
| 7 | SOLE DISPOSITIVE POWER
784,566 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,566 | ||
| 10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2% | ||
| 12
| TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| CUSIP No. 75902K106 |
| Page 3 of 7 Pages |
| 1
| NAME OF REPORTING PERSONS
Forager Capital Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
975,7251 | |
| 6 | SHARED VOTING POWER
0 | ||
| 7 | SOLE DISPOSITIVE POWER
975,725 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,725 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IA | ||
1 Consists of (i) 784,566 shares held by Forager Fund, LP and (ii) 191,159 shares held by a separate account managed by the Reporting Person.
| CUSIP No. 75902K106 |
| Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Edward Kissel | ||
| 2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | |
| 6
| SHARED VOTING POWER
975,725 | ||
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7
| SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
975,725 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,725 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
HC; IN | ||
| CUSIP No. 75902K106 |
| Page 5 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Robert MacArthur | ||
| 2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | |
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6
| SHARED VOTING POWER
975,725 | ||
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7
| SOLE DISPOSITIVE POWER
0 | ||
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8
| SHARED DISPOSITIVE POWER
975,725 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,725 | ||
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10
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
HC; IN | ||
| CUSIP No. 75902K106 |
| Page 6 of 7 Pages |
| ITEM 1(a). |
| NAME OF ISSUER |
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| Regional Management Corp. (the “Issuer”) |
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| ITEM 1(b). |
| ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
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| 979 Batesville Road, Suite B Greer, SC 29651 |
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| ITEM 2(a). |
| NAME OF PERSONS FILING |
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| This joint statement on Schedule 13G is being filed by Forager Fund, LP, a Delaware limited partnership (the “Fund”), Forager Capital Management, LLC, a Delaware limited liability company and the general partner of the Fund (the “General Partner”), Edward Kissel and Robert MacArthur (collectively, the “Reporting Persons”). |
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| The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |
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| ITEM 2(b). |
| ADDRESS OF PRINCIPAL BUSINESS OFFICE |
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| The business address of each of the Reporting Persons is 2024 3rd Ave. N, Suite 201, Birmingham, AL 35203. |
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| ITEM 2(c). |
| CITIZENSHIP |
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| The Fund is a Delaware limited partnership. The General Partner is a Delaware limited liability company. Each of Messrs. Kissel and MacArthur is a citizen of the United States. |
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| ITEM 2(d). |
| TITLE OF CLASS OF SECURITIES |
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| Common stock, $0.10 par value (the “Common Stock”). |
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| ITEM 2(e). |
| CUSIP NUMBER |
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| 276317104 |
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| ITEM 3. |
| Not applicable. |
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| ITEM 4. |
| OWNERSHIP |
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| The Reporting Persons, in the aggregate, beneficially own 975,725 shares of Common Stock of the Issuer, representing approximately 10.2% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 784,566 shares of Common Stock representing approximately 8.2% of the class; and (ii) each of the General Partner and Messrs. Kissel and MacArthur beneficially owns 975,725 shares of Common Stock representing approximately 10.2% of the class. The percentages of beneficial ownership reported herein, and on each Reporting Person’s cover page to this Schedule 13G, are based on a total of 9,585,782 shares of Common Stock issued and outstanding as of November 2, 2022 as reported in most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended September 30, 2022. |
| CUSIP No. 75902K106 |
| Page 7 of 7 Pages |
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| The Fund has the sole power to vote and dispose of 784,566 shares of Common Stock. The General Partner has the sole power to vote and dispose of 975,725 shares of Common Stock. Each of Messrs. Kissel and MacArthur has the shared power to vote and dispose of 975,725 shares of Common Stock. |
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| ITEM 5. |
| OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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| Not applicable. |
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| ITEM 6. |
| OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
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| Certain funds and accounts managed by the General Partner have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock. |
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| ITEM 7. |
| IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
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| Not applicable. |
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| ITEM 8. |
| IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
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| Not applicable. |
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| ITEM 9. |
| NOTICE OF DISSOLUTION OF GROUP |
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| Not applicable. |
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| ITEM 10. |
| CERTIFICATION |
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| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURES
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: | January 10, 2023 | ||
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| FORAGER FUND, LP | |||
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| By: | Forager Capital Management, LLC, |
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| its General Partner |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| FORAGER CAPITAL MANAGEMENT, LLC |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| EDWARD KISSEL |
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| /s/ Edward Kissel |
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| Edward Kissel |
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| ROBERT MACARTHUR |
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| /s/ Robert MacArthur |
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| Robert MacArthur |
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of January 10, 2023, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock Regional Management Corp., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
| FORAGER FUND, LP | |||
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| By: | Forager Capital Management, LLC, |
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| its General Partner |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| FORAGER CAPITAL MANAGEMENT, LLC |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| EDWARD KISSEL |
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| /s/ Edward Kissel |
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| Edward Kissel |
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| ROBERT MACARTHUR |
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| /s/ Robert MacArthur |
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| Robert MacArthur |
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Exhibit 2
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated Robert MacArthur to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Regional Management Corp., a Delaware corporation. The authority of Robert MacArthur under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned’s ownership of or transactions in securities of Regional Management Corp., unless earlier revoked in writing. The undersigned acknowledges that Robert MacArthur is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.
| Dated: January 10, 2023 | /s/ Edward Kissel | ||
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| Edward Kissel |
Exhibit 3
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated Edward Kissel to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Regional Management Corp., a Delaware corporation. The authority of Edward Kissel under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned’s ownership of or transactions in securities of Regional Management Corp., unless earlier revoked in writing. The undersigned acknowledges that Edward Kissel is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.
| Dated: January 10, 2023 | /s/ Robert MacArthur | ||
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| Robert MacArthur |