SEC Form SC 13G/A filed by Regional Management Corp. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Regional Management Corp. |
| (Name of Issuer) |
Common Stock, $0.10 par value
(Title of Class of Securities)
75902K106
(CUSIP Number)
May 3, 2024
(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. 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 | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5
| SOLE VOTING POWER 1,086,102 | |
| 6
| SHARED VOTING POWER 0 | ||
| 7
| SOLE DISPOSITIVE POWER 1,086,102 | ||
| 8
| SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,102 | ||
| 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)
11.0% | ||
| 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 | ||
| 4
| CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5
| SOLE VOTING POWER
1,086,1021 | |
| 6
| SHARED VOTING POWER
0 | ||
| 7
| SOLE DISPOSITIVE POWER
1,086,102 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,102 | ||
| 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)
11.0% | ||
| 12
| TYPE OF REPORTING PERSON (See Instructions)
IA | ||
______________________________
1 Shares reported in this table are held by Forager Fund, LP, of which the Reporting Person is the general partner.
| 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
1,086,1022 | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8
| SHARED DISPOSITIVE POWER
1,086,102 | ||
| 9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,102 | ||
| 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)
11.0% | ||
| 12
| TYPE OF REPORTING PERSON (See Instructions)
HC; IN | ||
__________________________
2 Shares reported in this table are held by Forager Fund, LP, of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.
| 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 | |
| 6
| SHARED VOTING POWER
1,086,1023 | ||
| 7
| SOLE DISPOSITIVE POWER
0 | ||
| 8
| SHARED DISPOSITIVE POWER
1,086,102 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,102 | ||
| 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)
11.0% | ||
| 12
| TYPE OF REPORTING PERSON (See Instructions)
HC; IN | ||
3 Shares reported in this table are held by Forager Fund, LP, of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.
| 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 | |
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| 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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| ITEM 2(b).
| ADDRESS OF PRINCIPAL BUSINESS OFFICE
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| The business address of each of the Reporting Persons is 2025 3rd Ave. N, Suite 350, 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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| 75902K106
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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 1,086,102 shares of Common Stock of the Issuer, representing approximately 11.0% of such class of securities. Each of the Fund, the General Partner and Messrs. Kissel and MacArthur beneficially owns 1,086,102 shares of Common Stock representing approximately 11.0% 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 9,896,200 shares of the Common Stock issued and outstanding as of May 1, 2024, as reported in the most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended March 31, 2024.
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| Each of the Fund and the General Partner has the sole power to vote and dispose of 1,086,102 shares of Common Stock. Each of Messrs. Kissel and MacArthur has the shared power to vote and dispose of 1,086,102 shares of Common Stock. |
| CUSIP No. 75902K106 |
| Page 7 of 7 Pages |
| ITEM 5.
| OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
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| Not applicable.
|
| ITEM 6.
| OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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| Not applicable.
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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.
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| Date: May 7, 2024 |
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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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