SEC Form SC 13G/A filed by Investar Holding Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Investar Holding Corporation

(Name of issuer)

Common Stock, $1.00 par value per share

(Title of class of securities)

46134L105

(CUSIP number)

December 31, 2021

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

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).

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

Item 1(a). Name of Issuer:

Investar Holding Corporation

Item 1(b). Address of Issuer's Principal Executive Offices:

10500 Coursey Boulevard, Baton Rouge, LA 70816

Item 2(a). Name of Person Filing:

This statement is being filed by (i) Maltese Capital Management LLC, a New York limited liability company ("MCM"), and (ii) Terry Maltese, Managing Member of MCM, with respect to shares of Common Stock, $1.00 par value per share ("Common Stock") that each of the foregoing may be deemed to have a beneficial ownership. The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons".

Item 2(b). Address of Principal Business Office:

The address of the principal offices of MCM and the business address of Mr. Maltese is Maltese Capital Management LLC, 150 East 52^nd Street, 30^th Floor, New York, New York 10022.

Item 2(c). Citizenship:

MCM is a New York limited liability company.

Mr. Maltese is a U.S. Citizen.

Item 2(d). Title of Class of Securities:

Common Stock, $1.00 par value per share

Item 2(e). CUSIP Number:

46134L105

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

SCHEDULE 13G

Item 4. Ownership.

(a) and (b) Based upon an aggregate of 10,343,494 shares of Common Stock outstanding, as determined by the exhibit to the Issuer's most recently available 10-Q filing, as of the close of business on November 1, 2021:

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

No Reporting Person has sole power to vote or to direct the vote over the shares held by such Reporting Person.

(ii) Shared power to vote or to direct the vote:

MCM: 491,000 MR. MALTESE: 491,000

No Reporting Person has sole power to dispose or to direct the disposition over the shares held by such Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

MCM: 491,000 MR. MALTESE: 491,000

Each of the Reporting Persons hereby disclaims any beneficial ownership of any Shares in excess of their actual beneficial ownership thereof.

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: [X].

This amendment reflects that each Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock of the issuer.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

SCHEDULE 13G

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable. 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

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.

Exhibits: [Exhibit I: Joint Acquisition Statement, dated as of February 14, 2022.]

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.

Dated: February 14, 2022

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2022