cg419.htm

CUSIP No. 62845B104
Page 1 of 21 Pages

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A
Amendment No. 1

Under the Securities Exchange Act of 1934




MUTUALFIRST FINANCIAL, INC.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)


62845B104
(CUSIP Number)

Mr. John Wm. Palmer
PL Capital, LLC
47 E. Chicago Avenue
Suite 336
Naperville, IL  60540
(630) 848-1340
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 11, 2014
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box £.

 
 
 
CUSIP No. 62845B104
Page 2 of 21 Pages



1
NAME OF REPORTING PERSON
PL Capital, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
560,360
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
560,360
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,360
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 62845B104
Page 3 of 21 Pages



1
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
338,751
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
338,751
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,751
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 62845B104
Page 4 of 21 Pages



1
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
152,723
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
152,723
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,723
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 62845B104
Page 5 of 21 Pages



1
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
106,363
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
106,363
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,363
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 62845B104
Page 6 of 21 Pages



1
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
106,363
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
106,363
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,363
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 62845B104
Page 7 of 21 Pages



1
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
662,723
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
662,723
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
662,723
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 62845B104
Page 8 of 21 Pages



1
NAME OF REPORTING PERSON
John W. Palmer
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
666,723
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
666,723
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,723
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
  
14
TYPE OF REPORTING PERSON
IN
  


 
 
 
CUSIP No. 62845B104
Page 9 of 21 Pages



1
NAME OF REPORTING PERSON
Richard J. Lashley
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
666,723
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
666,723
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,723
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
  
14
TYPE OF REPORTING PERSON
IN
  

 

 
 
 
CUSIP No. 62845B104
Page 10 of 21 Pages



1
NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
64,886
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
64,886
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,886
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 62845B104
Page 11 of 21 Pages



1
NAME OF REPORTING PERSON
PL Capital Defined Benefit Pension Plan
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
4,000
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
4,000
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
  
14
TYPE OF REPORTING PERSON
EP
  


 
 
 
CUSIP No. 62845B104
Page 12 of 21 Pages


Item 1.
Security and Issuer

This amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of MutualFirst Financial, Inc. (the “Company” or “MutualFirst”).  The address of the principal executive offices of the Company is 110 E. Charles Street, Muncie, IN 47305-2419.
 
Item 2.
Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to the initial Schedule 13D filed with the Securities and Exchange Commission on April 4, 2013.
 
●   
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
 
●   
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
 
●   
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);
 
●   
 PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and beneficiary of the PL Capital Defined Benefit Pension Plan (“PL Capital Pension Plan”);
 
●   
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;
 
●   
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
 
●   
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;
 
●   
John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and trustees and beneficiaries of the PL Capital Pension Plan; and
 
●   
PL Capital Pension Plan, a defined benefit pension plan for the benefit of PL Capital and Messrs. Palmer and Lashley.
 
(a)-(c)           This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
 
 
 
 
CUSIP No. 62845B104
Page 13 of 21 Pages


 
(1)
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;
 
 
(2)
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

 
(3)
shares of Common Stock held in the name of PL Capital Pension Plan, in Mr. Palmer’s and Mr. Lashley’s capacity as beneficiaries and trustees of the PL Capital Pension Plan.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.
 
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
 
(f)           All of the individuals who are members of the PL Capital Group are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 666,723 shares of Common Stock of the Company acquired at an aggregate cost of $8,837,089.
 
 
 
CUSIP No. 62845B104
Page 14 of 21 Pages

From time to time, various members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firm’s usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no members of the PL Capital Group have margin from BNP Paribas, or other loans outstanding secured by Common Stock.
 
The amount of funds expended by Financial Edge Fund to acquire the 338,751 shares of Common Stock it holds in its name is $4,545,215.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Financial Edge Strategic to acquire the 152,723 shares of Common Stock it holds in its name is $1,992,628.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Focused Fund to acquire the 64,886 shares of Common Stock it holds in its name is $846,145.  Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Goodbody/PL LP to acquire the 106,363 shares of Common Stock it holds in its name is $1,404,872.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by the PL Capital Pension Plan to acquire the 4,000 shares of Common Stock it holds in its name is $48,228.  Such funds were provided from the Plan’s available capital.
 
Item 4.
Purpose of Transaction

This is the PL Capital Group’s first amendment to its initial Schedule 13D filing.  In the aggregate, the PL Capital Group owns 9.4% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of May 6, 2014.  This amendment reflects an increase in ownership of the Company’s Common Stock.  The PL Capital Group acquired the Common Stock because it believes the Common Stock is undervalued, and it intends to monitor the performance of the Company and the actions of the Company’s management and board.  Where necessary or desirable, the PL Capital Group will assert its stockholder rights.

 
 
 
CUSIP No. 62845B104
Page 15 of 21 Pages

 
Unless otherwise noted in this amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing the PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.
 
Item 5.
Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 7,128,549, reported as the number of outstanding shares as of May 6, 2014, on the Company’s Quarterly Report on Form 10-Q filed on May 9, 2014.
 
The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:
 
(A)
Financial Edge Fund

(a)-(b)           See cover page.

(c)           Financial Edge Fund made the following purchases (and no sales) of Common Stock in the past 60 days:

Trade Date
Number of Shares Purchased
Price per Share
Where and How Transaction Effected
04/28/2014
1,000
$18.75
Open Market Purchase
05/06/2014
9,000
$18.75
Open Market Purchase
05/07/2014
5,000
$18.72
Open Market Purchase
05/09/2014
1,000
$18.75
Open Market Purchase
05/12/2014
14,000
$18.75
Open Market Purchase
06/10/2014
1,600
$18.75
Open Market Purchase
06/11/2014
20,000
$18.85
Open Market Purchase

 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.


 
 
 
CUSIP No. 62845B104
Page 16 of 21 Pages


(B)
Financial Edge Strategic

(a)-(b)           See cover page.

(c)           Financial Edge Strategic has made no purchases or sales of Common Stock in the past 60 days.
 
 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)
Focused Fund

(a)-(b)           See cover page.

 
(c)
Focused Fund made the following purchase (and no sales) of Common Stock in the past 60 days.
 
Trade Date
Number of Shares Purchased
Price per Share
Where and How Transaction Effected
05/12/2014
5,700
$18.75
Open Market Purchase
 
 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

 
 
 
CUSIP No. 62845B104
Page 17 of 21 Pages


 
(D)
Goodbody/PL LP

(a)-(b)           See cover page.

 
(c)
Goodbody/PL LP made the following purchases (and no sales) of Common Stock in the past 60 days.
 
Trade Date
Number of Shares Purchased
Price per Share
Where and How Transaction Effected
05/06/2014
3,900
$18.75
Open Market Purchase
05/12/2014
6,000
$18.75
Open Market Purchase
06/11/2014
5,400
$18.85
Open Market Purchase

 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.
 
(E)           PL Capital

(a)-(b)           See cover page.

 
(c)
PL Capital has made no purchases or sales of Common Stock directly.

 
(d)
PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F)           PL Capital Advisors

(a)-(b)           See cover page.

 
(c)
PL Capital Advisors has made no purchases or sales of Common Stock directly.

 
(d)
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

 
 
 
CUSIP No. 62845B104
Page 18 of 21 Pages



(G)           Goodbody/PL LLC

(a)-(b)           See cover page.

 
(c)
Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H)           Mr. John W. Palmer

(a)-(b)           See cover page.

 
(c)
Mr. Palmer did not purchase or sell any shares of Common Stock directly during the past 60 days.

(I)           Richard J. Lashley

(a)-(b)           See cover page.

 
(c)
Mr. Lashley did not purchase or sell any shares of Common Stock directly during the past 60 days.

(J)           PL Capital Pension Plan

(a)-(b)           See cover page.

 
(c)
PL Capital Pension Plan did not purchase or sell any shares of Common Stock during the past 60 days.

 
(d)
PL Capital and Messrs. Palmer and Lashley are the trustees and beneficiaries of the PL Capital Pension Plan and may be deemed to share with the Plan the power of voting and disposition with regard to the shares of Common Stock held by the Plan.


 
 
 
CUSIP No. 62845B104
Page 19 of 21 Pages

 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.
 
Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to the initial Schedule 13D on April 4, 2013, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
 
Item 7.
Material to be Filed as Exhibits

Exhibit No.
Description
   
1
Joint Filing Agreement*
   
* Filed previously
  


 
 
 
CUSIP No. 62845B104
Page 20 of 21 Pages
 
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:           June 16, 2014

FINANCIAL EDGE FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:           /s/ John W. Palmer                                      /s/ Richard J. Lashley                                     
John W. Palmer                                                              Richard J. Lashley
Managing Member                                                       Managing Member
 
FINANCIAL EDGE-STRATEGIC FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:           /s/ John W. Palmer                                      /s/ Richard J. Lashley                                     
John W. Palmer                                                             Richard J. Lashley
Managing Member                                                      Managing Member
 
PL CAPITAL/FOCUSED FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:           /s/ John W. Palmer                                      /s/ Richard J. Lashley                                     
John W. Palmer                                                              Richard J. Lashley
Managing Member                                                       Managing Member
 
GOODBODY/PL CAPITAL, L.P.
 
By:           GOODBODY/PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John W. Palmer                                                       /s/ Richard J. Lashley                                     
John W. Palmer                                                              Richard J. Lashley
Managing Member                                                        Managing Member
 
 
 
 
CUSIP No. 62845B104
Page 21 of 21 Pages



GOODBODY/PL CAPITAL, LLC
 
 
By:           /s/ John W. Palmer                                      /s/ Richard J. Lashley                                     
John W. Palmer                                                              Richard J. Lashley
Managing Member                                                       Managing Member
 
PL CAPITAL ADVISORS, LLC
 
 
By:           /s/ John W. Palmer                                      /s/ Richard J. Lashley                                     
John W. Palmer                                                              Richard J. Lashley
Managing Member                                                       Managing Member
 
PL CAPITAL, LLC
 
 
By:           /s/ John W. Palmer                                      /s/ Richard J. Lashley                                     
John W. Palmer                                                              Richard J. Lashley
Managing Member                                                       Managing Member
 
PL CAPITAL DEFINED BENEFIT PENSION PLAN
 
 
By:           /s/ John W. Palmer                                     /s/ Richard J. Lashley                                     
John W. Palmer                                                             Richard J. Lashley
Managing Member                                                      Managing Member
 


 
By:           /s/ John W. Palmer                                                 
John W. Palmer
 
 
By:           /s/ Richard J. Lashley                                                 
Richard J. Lashley