Bridge Bancorp, Inc.
|
Common Stock
|
108035106
|
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
Attn: Matthew Lindenbaum
With a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attn: Michael A. Schwartz, Esq.
|
June 19, 2015
|
*
|
|
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.
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CUSIP No. 108035106
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1.
|
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Name of Reporting Person
Basswood Capital Management, L.L.C.
|
||||
2.
|
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
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SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
1,415,215
|
|||
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9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
1,415,215
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,415,215
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.2%
|
||||
14.
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Type of Reporting Person (See Instructions)
IA
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CUSIP No. 108035106
|
|
1.
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Name of Reporting Person
Basswood Partners, L.L.C.
|
||||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
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Check 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
406,913
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
406,913
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
406,913
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
2.3%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Enhanced Long Short GP, LLC
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check 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
512,228
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
512,228
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
512,228
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
3.0%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Opportunity Partners, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
298,413
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
298,413
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
298,413
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.7%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Opportunity Fund, Inc.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
157,812
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
157,812
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
157,812
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.9%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Enhanced Long Short Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
512,228
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
512,228
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
512,228
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
3.0%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
91,386
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
91,386
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
91,386
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Fund, Inc.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
43,958
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
43,958
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
43,958
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.3%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Long Only Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
17,114
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
17,114
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,114
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.10%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
BCM Select Equity I Master, Ltd.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
39,797
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
39,797
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,797
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.23%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Matthew Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
166,722
|
||
|
8.
|
|
Shared Voting Power
1,415,215
|
|||
|
9.
|
|
Sole Dispositive Power
166,722
|
|||
|
10.
|
|
Shared Dispositive Power
1,415,215
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,581,937
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
9.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Bennett Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
138,282
|
||
|
8.
|
|
Shared Voting Power
1,415,215
|
|||
|
9.
|
|
Sole Dispositive Power
138,282
|
|||
|
10.
|
|
Shared Dispositive Power
1,415,215
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,553,497
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
9.0%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Abigail Tambor 2012 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
97,202
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
97,202
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
97,202
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.6%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Nathan Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
PF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
15,800
|
||
|
8.
|
|
Shared Voting Power
352,039
|
|||
|
9.
|
|
Sole Dispositive Power
15,800
|
|||
|
10.
|
|
Shared Dispositive Power
352,039
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
367,839
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
2.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Nathan J Lindenbaum 1995 Children Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
50,197
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
50,197
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
50,197
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.3%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Naftali Asher Investments LLC
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
65,970
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
65,970
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Victoria and Benjamin Feder 2012 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
87,327
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
87,327
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
87,327
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Victoria and Ben Feder’s 1996 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
9,875
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
9,875
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,875
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Marcel Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
PF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
68,938
|
||
|
8.
|
|
Shared Voting Power
0
|
|||
|
9.
|
|
Sole Dispositive Power
68,938
|
|||
|
10.
|
|
Shared Dispositive Power
0
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
68,938
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shari A. Lindenbaum 1994 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
20,540
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
20,540
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,540
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shari A. Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
116,167
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
116,167
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
116,167
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.7%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Ray Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
9,875
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
9,875
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,875
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shai Tambor
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
184,529
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
184,529
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
184,529
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
MGS Partners, LLC
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
81,000
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
81,000
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
81,000
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
1) | Exercise or attempt to exercise a controlling influence over the management or policies of the Issuer or any of its subsidiaries; |
2) | Have or seek to have more than one representative serve on the Board or the board of directors of any of the Issuer’s subsidiaries; |
3) | Permit any representative who serves on the Board or the board of directors of any of the Issuer’s subsidiaries to serve: |
a. | as the chairman of any such board; |
b. | as the chairman of any committee of any such board; |
c. | as a member of any committee of any such board if such representative occupies more than 25% of the seats on the committee; |
d. | as a member of any committee that has the authority or practical ability to unilaterally make (or block the making of) policy or other decisions that bind the Board, the Issuer’s management or the board or management of any of the Issuer’s subsidiaries; |
4) | Have or seek to have any employee or representative serve as an officer, agent, or employee of the Issuer or any of its subsidiaries; |
5) | Take any action that would cause the Issuer or any of its subsidiaries to become a subsidiary of any of the Reporting Persons; |
6) | Own, control, or hold with power to vote securities that (when aggregated with securities that the officers and directors of the Reporting Persons own, control, or hold with power to vote) represent 25% or more of any class of voting securities of the Issuer or any of its subsidiaries; |
7) | Own or control equity interests that would result in the combined voting and nonvoting equity interests of the Reporting Persons and their officers and directors to equal or exceed 25% of the total equity capital of the Issuer or any of its subsidiaries, except that, if the Reporting Persons and their officers and directors own, hold or have the power to vote less than 15% of the outstanding shares of any classes of voting securities of the Issuer, the Reporting Persons and their officers and directors may own or control equity interests greater than 25%, but in no case more than 33.3%, of the total equity capital of the Issuer or any of its subsidiaries; |
8) | Propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the Issuer’s management or the Board or the management or board of directors of any of the Issuer’s subsidiaries; |
9) | Enter into any agreement with the Issuer or any of its subsidiaries that substantially limits the discretion of the Issuer’s management over major policies and decisions, including, but not limited to, policies or decisions about employing and compensating executive officers; engaging in new business lines; raising additional debt or equity capital; merging or consolidating with another firm; or acquiring, selling, leasing, transferring, or disposing of material assets, subsidiaries, or other entities; |
10) | Solicit or participate in soliciting proxies with respect to any matter presented to the shareholders of the Issuer or any of its subsidiaries; |
11) | Dispose or threaten to dispose (explicitly or implicitly) of equity interests of the Issuer or any of its subsidiaries in any manner as a condition or inducement of specific action or non-action by the Issuer or any of its subsidiaries; or |
12) | Enter into any other banking or nonbanking transactions with the Issuer or any of its subsidiaries, except that the Reporting Persons may establish and maintain deposit accounts with the Issuer, provided that the aggregate balance of all such deposit accounts does not exceed $500,000 and that the accounts are maintained on substantially the same terms as those prevailing for comparable accounts of persons unaffiliated with the Issuer. |
1)
|
Joint Filing Agreement dated as of June 29, 2015.
|
SIGNATURE
|
Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Partners, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Enhanced Long Short GP, LLC
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Opportunity Partners, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
Basswood Opportunity Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Enhanced Long Short Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Long Only Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
BCM Select Equity I Master, Ltd.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
/s/ Matthew Lindenbaum
|
||
Matthew Lindenbaum
|
||
/s/ Bennett Lindenbaum
|
||
Bennett Lindenbaum
|
||
Abigail Tambor 2012 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
/s/ Nathan Lindenbaum
|
||
Nathan Lindenbaum
|
||
MGS Partners, LLC
|
||
By:
|
/s/ Nathan Lindenbaum
|
|
Name: Nathan Lindenbaum
|
||
Title: Managing Member
|
||
Nathan J Lindenbaum 1995 Children Trust
|
||
By:
|
/s/ Shari A. Lindenbaum
|
|
Name: Shari A. Lindenbaum
|
||
Title: Trustee
|
||
Naftali Asher Investments LLC
|
||
By:
|
/s/ Shari A. Lindenbaum
|
|
Name: Shari A. Lindenbaum
|
||
Title: Manager
|
||
Victoria and Benjamin Feder 2012 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
Victoria and Ben Feder’s 1996 Children’s Trust
|
||
By:
|
/s/ Ray Lindenbaum
|
|
Name: Ray Lindenbaum
|
||
Title: Trustee
|
||
/s/ Marcel Lindenbaum
|
||
Marcel Lindenbaum
|
||
Shari A. Lindenbaum 1994 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
/s/ Shari A. Lindenbaum
|
||
Shari A. Lindenbaum
|
||
/s/ Ray Lindenbaum
|
||
Ray Lindenbaum
|
||
/s/ Shai Tambor
|
||
Shai Tambor
|
Fund Name
|
Trade Date
|
Shares Purchased (Sold)
|
Price (Gross)
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
19,441
|
25.92
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
93
|
26.62
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
4,424
|
27.09
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
18,867
|
25.92
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
88
|
26.62
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
4,290
|
27.09
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
18,867
|
25.92
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
88
|
26.62
|
Basswood Enhanced Long Short Fund, LP
|
6/19/2015
|
4,290
|
27.09
|
Basswood Financial Fund, LP
|
5/1/2015
|
2,811
|
25.19
|
Basswood Financial Fund, LP
|
6/3/2015
|
2,800
|
24.58
|
Basswood Financial Fund, Inc.
|
6/3/2015
|
2,700
|
24.58
|
Basswood Financial Fund, Inc.
|
6/3/2015
|
300
|
24.58
|
Basswood Financial Long Only Fund, LP
|
6/3/2015
|
700
|
24.58
|
Basswood Financial Long Only Fund, LP
|
6/3/2015
|
2,200
|
24.58
|
BCM Select Equity I Master, Ltd.
|
6/19/2015
|
2,584
|
25.92
|
BCM Select Equity I Master, Ltd.
|
6/19/2015
|
12
|
26.62
|
BCM Select Equity I Master, Ltd.
|
6/19/2015
|
587
|
27.09
|
Basswood Managed Account
|
6/3/2015
|
2,300
|
24.58
|
Basswood Managed Account
|
6/19/2015
|
4,107
|
25.92
|
Basswood Managed Account
|
6/19/2015
|
19
|
26.62
|
Basswood Managed Account
|
6/19/2015
|
934
|
27.09
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(534)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(1,062)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(139)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(143)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(158)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(200)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(507)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(48)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(415)
|
25.14
|
Basswood Financial Fund, Inc.
|
5/1/2015
|
(1,470)
|
24.98
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(3,226)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(643)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(2,535)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,277)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(18)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(19)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,158)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(156)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(32)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(418)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(4,285)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,241)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(366)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,932)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(253)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(2,125)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(2,370)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(923)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(182)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,041)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(264)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(717)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(2,390)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,739)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,450)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(331)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(3,306)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(31)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(734)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,896)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(320)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(133)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,548)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(2,075)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(598)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,747)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(2,200)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(23)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(53)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,021)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,289)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(247)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(201)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(1,368)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(6)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(69)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(18)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(140)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(3,190)
|
25.88
|
Basswood Financial Long Only Fund, LP
|
6/19/2015
|
(11,262)
|
25.88
|
Bennett Lindenbaum
|
4/30/2015
|
(2,350)
|
25.23
|
Bennett Lindenbaum
|
5/1/2015
|
(8,000)
|
24.98
|
Bennett Lindenbaum
|
5/1/2015
|
(5,000)
|
24.96
|
Bennett Lindenbaum
|
5/4/2015
|
(5,894)
|
25.21
|
Bennett Lindenbaum
|
5/6/2015
|
(16,207)
|
24.81
|
Bennett Lindenbaum
|
5/8/2015
|
(3,629)
|
24.96
|
Basswood Opportunity Partners, LP
|
5/5/2015
|
(2,700)
|
24.96
|
Basswood Opportunity Partners, LP
|
5/6/2015
|
(8,793)
|
24.81
|
MGS Partners, LLC
|
4/28/2015
|
(2,100)
|
25.48
|
MGS Partners, LLC
|
4/29/2015
|
(202)
|
25.38
|
MGS Partners, LLC
|
4/29/2015
|
(465)
|
25.36
|
MGS Partners, LLC
|
4/30/2015
|
(883)
|
25.23
|