UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 ) *
| American National Bankshares, Inc. (AMNB) |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 027745 10 8 |
| (CUSIP Number) |
| 12/31/2023 |
| (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. | 027745 10 8 | Page 2 of 15 |
|
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 | 0 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 0 | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0 | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0% | ||
|
12 |
TYPE OF REPORTING PERSON
|
OO | ||
| CUSIP No. | 027745 10 8 | Page 3 of 15 |
|
1 |
NAME OF REPORTING PERSONS |
FJ Capital Management LLC
| ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
3 |
SEC USE ONLY
|
|||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | 0 | |
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | ||
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | 0 | |
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | ||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0% | ||
|
12 |
TYPE OF REPORTING PERSON
|
IA | ||
| CUSIP No. | 027745 10 8 | Page 4 of 15 |
|
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 | 0 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 0 | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0 | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0% | ||
|
12 |
TYPE OF REPORTING PERSON
|
IN | ||
| CUSIP No. | 027745 10 8 | Page 5 of 15 |
|
1 |
NAME OF REPORTING PERSONS |
Bridge Equities III, 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 | 0 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 0 | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0 | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0% | ||
|
12 |
TYPE OF REPORTING PERSON
|
OO | ||
| CUSIP No. | 027745 10 8 | Page 6 of 15 |
|
1 |
NAME OF REPORTING PERSONS |
SunBridge Manager, 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 | 0 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 0 | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0 | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0% | ||
|
12 |
TYPE OF REPORTING PERSON
|
OO | ||
| CUSIP No. | 027745 10 8 | Page 7 of 15 |
|
1 |
NAME OF REPORTING PERSONS |
SunBridge Holdings, 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 | 0 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 0 | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0 | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0% | ||
|
12 |
TYPE OF REPORTING PERSON
|
OO | ||
| CUSIP No. | 027745 10 8 | Page 8 of 15 |
|
1 |
NAME OF REPORTING PERSONS |
White Oak Enterprises, Inc.
| ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☑ (b) ☐ | ||
|
3 |
SEC USE ONLY
|
|||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Maryland | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | ||
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 0 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 0 | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0 | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0% | ||
|
12 |
TYPE OF REPORTING PERSON
|
CO | ||
| CUSIP No. | 027745 10 8 | Page 9 of 15 |
| Item 1(a). | Name of Issuer: | |
| American National Bankshares, Inc. (AMNB) | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 628 Main Street | ||
| Danville, VA 24541 | ||
| Item 2(a). | Name of Person Filing: | |
|
This Schedule 13G is being filed on behalf of the following Reporting Persons: Financial Opportunity Fund LLC FJ Capital Management LLC Martin Friedman Bridge Equities III, LLC SunBridge Manager, LLC SunBridge Holdings, LLC White Oak Enterprises, Inc. | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
|
Financial Opportunity Fund LLC 7901 Jones Branch Drive, Suite 210 McLean, VA 22102
FJ Capital Management, LLC 7901 Jones Branch Drive, Suite 210 McLean, VA 22102
Martin Friedman 7901 Jones Branch Drive, Suite 210 McLean, VA 22102
Bridge Equities III, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759
SunBridge Manager LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759
SunBridge Holdings LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759
|
| CUSIP No. | 027745 10 8 | Page 10 of 15 |
|
White Oak Enterprises, Inc. 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 | ||
| Item 2(c). | Citizenship: | |
|
Financial Opportunity Fund LLC, FJ Capital Management LLC, Bridge Equities III, LLC, SunBridge Manager, LLC, and SunBridge Holdings, LLC – Delaware limited liability companies Martin Friedman – United States citizen White Oak Enterprises, Inc. – Maryland corporation | ||
| Item 2(d). | Title of Class of Securities: | |
| Common Stock | ||
| Item 2(e). | CUSIP Number: | |
| 027745 10 8 | ||
| 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). |
| CUSIP No. | 027745 10 8 | Page 11 of 15 |
| 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: | ||
|
Financial Opportunity Fund LLC – 0 shares FJ Capital Management LLC – 0 shares Martin Friedman – 0 shares Bridge Equities III, LLC – 0 shares SunBridge Manager, LLC – 0 shares SunBridge Holdings, LLC – 0 shares White Oak Enterprises, Inc. – 0 shares | |||
| (b) | Percent of class: | ||
|
Financial Opportunity Fund LLC – 0% FJ Capital Management LLC – 0% Martin Friedman – 0% Bridge Equities III, LLC – 0% SunBridge Manager, LLC – 0% SunBridge Holdings, LLC – 0% White Oak Enterprises, Inc. – 0% | |||
| (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 | ||
|
Financial Opportunity Fund LLC – 0 shares FJ Capital Management LLC – 0 shares Martin Friedman – 0 shares Bridge Equities III, LLC – 0 shares SunBridge Manager, LLC – 0 shares SunBridge Holdings, LLC – 0 shares White Oak Enterprises, Inc. – 0 shares | |||
| CUSIP No. | 027745 10 8 | Page 12 of 15 |
| (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 | ||
|
Financial Opportunity Fund LLC – 0 shares FJ Capital Management LLC – 0 shares Martin Friedman – 0 shares Bridge Equities III, LLC – 0 shares SunBridge Manager, LLC – 0 shares SunBridge Holdings, LLC – 0 shares White Oak Enterprises, Inc. – 0 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 |
| 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. | 027745 10 8 | Page 13 of 15 |
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: 1/4/2024 |
Financial Opportunity Fund LLC By: FJ Capital Management LLC, its Managing Member
By: /s/ Martin Friedman Name: Martin Friedman Title: Managing Member
Financial Opportunity Long/Short Fund 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
| |
| CUSIP No. | 027745 10 8 | Page 14 of 15 |
|
Bridge Equities III, LLC By: SunBridge Manager, LLC, its Managing Member
By: /s/ David J. Korotkin Name: David J. Korotkin Title: Vice President
SunBridge Manager, LLC By: SunBridge Holdings, LLC, its Managing Member
By: /s/ David J. Korotkin Name: David J. Korotkin Title: Vice President
SunBridge Holdings, LLC By: White Oak Enterprises, Inc., its Manager
By: /s/ David J. Korotkin Name: David J. Korotkin Title: Vice President
White Oak Enterprises, Inc.
By: /s/ David J. Korotkin Name: David J. Korotkin Title: Vice President
|
CUSIP No. |
027745 10 8 | Page 15 of 15 |
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock American National Bankshares, Inc shall be filed on behalf of the undersigned.
|
Financial Opportunity Fund LLC By: FJ Capital Management, LLC
By: /s/ Martin Friedman Name: Martin Friedman Title: Managing Member
Financial Opportunity Long/Short Fund LLC By: FJ Capital Management, LLC
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
|
Bridge Equities III, LLC By: SunBridge Manager, LLC, its Managing Member
By: /s/ David J. Korotkin Name: David J. Korotkin Title: Vice President
SunBridge Manager, LLC By: SunBridge Holdings, LLC, its Managing Member
By: /s/ David J. Korotkin Name: David J. Korotkin Title: Vice President
SunBridge Holdings, LLC By: White Oak Enterprises, Inc., its Manager
By: /s/ David J. Korotkin Name: David J. Korotkin Title: Vice President
White Oak Enterprises, Inc.
By: /s/ David J. Korotkin Name: David J. Korotkin Title: Vice President
|