SEC Form SC 13G/A filed by Southern States Bancshares Inc. (Amendment)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Southern States Bancshares, Inc.
(Name of Issuer)
Common Stock, par value $5.00 per share
(Title of Class of Securities)
843878307
(CUSIP Number)
December 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 disclosures provided in a prior cover page.
The information required on 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).
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Value Investors, LP |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
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| 3. | SEC
USE ONLY |
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| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION State of Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER NONE | ||
| 6. | SHARED
VOTING POWER 248,403 | |||
| 7. | SOLE
DISPOSITIVE POWER NONE | |||
| 8. | SHARED
DISPOSITIVE POWER 248,403 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 848,403 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Value Opportunities, 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 State of Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER NONE | ||
| 6. | SHARED
VOTING POWER 600,000 | |||
| 7. | SOLE
DISPOSITIVE POWER NONE | |||
| 8. | SHARED
DISPOSITIVE POWER 600,000 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 848,403 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ben Mackovak |
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| 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 UNITED STATES |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER NONE | ||
| 6. | SHARED
VOTING POWER 848,403 | |||
| 7. | SOLE
DISPOSITIVE POWER NONE | |||
| 8. | SHARED
DISPOSITIVE POWER 848,403 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 848,403 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
|||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marty Adams |
|||
| 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 UNITED STATES |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER NONE | ||
| 6. | SHARED
VOTING POWER 848,403 | |||
| 7. | SOLE
DISPOSITIVE POWER NONE | |||
| 8. | SHARED
DISPOSITIVE POWER 848,403 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 848,403 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
|||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Value Private Partners 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 State of Ohio |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER NONE | ||
| 6. | SHARED
VOTING POWER 848,403 | |||
| 7. | SOLE
DISPOSITIVE POWER NONE | |||
| 8. | SHARED
DISPOSITIVE POWER 848,403 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 848,403 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Value Bank Partners 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 State of Ohio |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER NONE | ||
| 6. | SHARED
VOTING POWER 848,403 | |||
| 7. | SOLE
DISPOSITIVE POWER NONE | |||
| 8. | SHARED
DISPOSITIVE POWER 848,403 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 848,403 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
Item 1.
| (a) | Name of Issuer
| |
| (b) | Address
of Issuer’s Principal Executive Offices
615 Quintard Ave. Anniston, AL 36201 | |
Item 2.
| (a) | Name
of Person Filing
Strategic Value Investors, LP is a Delaware limited partnership.
Strategic Value Opportunities, LP is a Delaware limited partnership.
Ben Mackovak (Mackovak), who serves as a managing member of Strategic Value Bank Partners LLC and Strategic Value Private Partners LLC.
Marty Adams (Adams), who serves as a managing member of Strategic Value Bank Partners LLC and Strategic Value Private Partners LLC.
Strategic Value Private Partners LLC, an Ohio Limited Liability company, which serves as the general partner of Strategic Value Opportunities, LP.
Strategic Value Bank Partners LLC, an Ohio Limited Liability company, which serves as the general partner of Strategic Value Investors, LP. | |
| (b) | Address
of the Principal Office or, if none, residence
The address of the business office of each of the Reporting Person is 127 Public Square, Suite 1510, Cleveland, Ohio 44114 | |
| (c) | Citizenship
Strategic Value Investors and Strategic Value Opportunities are organized under the laws of the State of Delaware. Strategic Value Bank Partners LLC and Strategic Value Private Partners LLC are organized under the laws of the State of Ohio. Each of Messrs. Mackovak and Adams is a citizen of the United States of America. | |
| (d) | Title of Class of Securities
| |
| (e) | CUSIP Number
843878307 |
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)(1)(ii)(G); | |
| (h) | ☐ | A savings associations 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 of 1940 (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.
Strategic Value Investors, LP
| (a) | Amount beneficially owned: 248,403 | |||
| (b) | Percent of class: 2.8% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: -0- | |||
| (ii) | Shared power to vote or to direct the vote: 248,403 | |||
| (iii) | Sole power to dispose or to direct the disposition of: -0- | |||
| (iv) | Shared power to dispose or to direct the disposition of: 248,403 | |||
Strategic Value Opportunities, LP
| (a) | Amount beneficially owned: 600,000 | |||
| (b) | Percent of class: 6.8% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote -0- | |||
| (ii) | Shared power to vote or to direct the vote 600,000 | |||
| (iii) | Sole power to dispose or to direct the disposition of -0- | |||
| (iv) | Shared power to dispose or to direct the disposition of: 600,000 | |||
Ben Mackovak
| (a) | Amount beneficially owned: 848,403 | |||
| (b) | Percent of class: 9.6% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote -0- | |||
| (ii) | Shared power to vote or to direct the vote 848,403 | |||
| (iii) | Sole power to dispose or to direct the disposition of -0- | |||
| (iv) | Shared power to dispose or to direct the disposition of 848,403 | |||
Marty Adams
| (a) | Amount beneficially owned: 848,403 | |||
| (b) | Percent of class: 9.6% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote -0- | |||
| (ii) | Shared power to vote or to direct the vote 848,403 | |||
| (iii) | Sole power to dispose or to direct the disposition of -0- | |||
| (iv) | Shared power to dispose or to direct the disposition of 848,403 | |||
Strategic Value Private Partners LLC
| (a) | Amount beneficially owned: 848,403 | |||
| (b) | Percent of class: 9.6% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote -0- | |||
| (ii) | Shared power to vote or to direct the vote 848,403 | |||
| (iii) | Sole power to dispose or to direct the disposition of -0- | |||
| (iv) | Shared power to dispose or to direct the disposition of 848,403 | |||
Strategic Value Bank Partners LLC
| (a) | Amount beneficially owned: 848,403 | |||
| (b) | Percent of class: 9.6% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote -0- | |||
| (ii) | Shared power to vote or to direct the vote 848,403 | |||
| (iii) | Sole power to dispose or to direct the disposition of -0- | |||
| (iv) | Shared power to dispose or to direct the disposition of 848,403 | |||
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.
Not Applicable.
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.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |||||||
| 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. | ||||||||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |||||||
| 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 that purpose or effect. | ||||||||
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.
| February 14, 2024 | |
Date | |
/s/ Michael Shay Signature | |
Michael Shay/Chief Compliance Officer of the General Partner Name/Title |