Sec Form 13G Filing - FJ Capital Management LLC filing for LIMESTONE BANCORP INC. (LMST) - 2022-03-21

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ) *

 

Limestone Bancorp Inc (LMST)
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
53262L105
(CUSIP Number)
 
3/18/2022
(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 53262L105   Page 2 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

FJ Capital Management LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 361,392 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 361,392 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

361,392 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.36%

 

12

 

TYPE OF REPORTING PERSON

 

IA
         

 

(1)Consists of 106,914 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 44,946 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, and 202,643 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member and 6,889 shares common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

 

 

 
CUSIP No 53262L105   Page 3 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Opportunity Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 106,914 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 106,914 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

106,914 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.62%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1)Consists of 106,914 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.

 

 
CUSIP No 53262L105   Page 4 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Hybrid Opportunity Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 44,946 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 44,946 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,946 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.68%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(2)Consists of 44,946 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC.

 

 
CUSIP No 53262L105   Page 5 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Hybrid Opportunity SPV I LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 202,643 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 202,643 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

202,643 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.06%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(3)Consists of 202,643 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC.

 

 
CUSIP No 53262L105   Page 6 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Martin Friedman

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 361,392 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 361,392 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

361,392 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.36%

 

12

 

TYPE OF REPORTING PERSON

 

IN
         

 

(1)Consists of 106,914 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 44,946 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, and 202,643 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member and 6,889 shares common stock of the Issuer held by a managed account that FJ Capital Management manages. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

 

 
CUSIP No 53262L105   Page 7 of 11

 

Item 1(a).   Name of Issuer:
     
    Limestone Bancorp, Inc
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    2500 Eastpoint Parkway
    Louisville, KY 40223
     
Item 2(a).   Name of Person Filing:
     
   

This Schedule 13G is being filed on behalf of the following Reporting Persons:

Financial Opportunity Fund LLC

Financial Hybrid Opportunity Fund LLC

Financial Hybrid Opportunity SPV I LLC

FJ Capital Management LLC

Martin Friedman

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
   

FJ Capital Management, LLC

7901 Jones Branch Drive, Suite 210

McLean, VA 22102

 

Financial Opportunity Fund LLC

7901 Jones Branch Drive, Suite 210

McLean, VA 22102

 

Financial Hybrid Opportunity Fund LLC

7901 Jones Branch Drive, Suite 210

McLean, VA 22102

 

Financial Hybrid Opportunity SPV I LLC

7901 Jones Branch Drive, Suite 210

McLean, VA 22102

 

Martin Friedman

7901 Jones Branch Drive, Suite 210

McLean, VA 22102

     
Item 2(c).   Citizenship:
     
   

Financial Opportunity Fund LLC, Financial Hybrid Opportunity Fund LLC, Financial Hybrid Opportunity SPV I LLC and FJ Capital Management LLC – Delaware limited liability companies

Martin Friedman – United States citizen

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

 

 
CUSIP No 53262L105   Page 8 of 11

 

Item 2(e).   CUSIP Number:
     
    53262L105
     
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)(ii)(G);
       
  (h) A savings association 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 (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.

 

  (a) Amount beneficially owned:
     
   

FJ Capital Management LLC – 361,392 shares

Financial Opportunity Fund LLC – 106,914 shares

Financial Hybrid Opportunity Fund LLC – 44,946 shares

Financial Hybrid Opportunity SPV I LLC – 202,643 shares

Martin Friedman – 361,392 shares

     
  (b) Percent of class:
     
   

FJ Capital Management LLC – 5.36%

Financial Opportunity Fund LLC – 1.62%

Financial Hybrid Opportunity Fund LLC – 0.68%

Financial Hybrid Opportunity SPV I LLC – 3.06%

Martin Friedman – 5.36%

 

 
CUSIP No 53262L105   Page 9 of 11

 

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      All Reporting Persons - 0
       
    (ii) Shared power to vote or to direct the vote
       
     

FJ Capital Management LLC – 361,392 shares

Financial Opportunity Fund LLC – 106,914 shares

Financial Hybrid Opportunity Fund LLC – 44,946 shares

Financial Hybrid Opportunity SPV I LLC – 202,643 shares

Martin Friedman – 361,392 shares

       
    (iii) Sole power to dispose or to direct the disposition of
       
      All Reporting Persons - 0
       
    (iv) Shared power to dispose or to direct the disposition of
       
     

FJ Capital Management LLC – 361,392 shares

Financial Opportunity Fund LLC – 106,914 shares

Financial Hybrid Opportunity Fund LLC – 44,946 shares

Financial Hybrid Opportunity SPV I LLC – 202,643 shares

Martin Friedman – 361,392 shares

 

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.
   
  N/A.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  N/A
   
Item 8. Identification and Classification of Members of the Group.
   
  Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.  
   
Item 9. Notice of Dissolution of Group.
   
  N/A

 

 
CUSIP No 53262L105   Page 10 of 11

 

Item 10. Certification.
   
  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 such purpose or effect.

 

 

 

 

 
CUSIP No 53262L105   Page 11 of 11

 

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: 3/18/2022

 

 

 

 

 

 

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

 

By: /s/ Martin Friedman                            

Name: Martin Friedman

Title: Managing Member

 

 

Financial HYBrid Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

 

By: /s/ Martin Friedman                            

Name: Martin Friedman

Title: Managing Member

 

 

Financial Hybrid Opportunity SPV i LLC

By: FJ Capital Management LLC, its Managing Member

 

 

By: /s/ Martin Friedman                            

Name: Martin Friedman

Title: Managing Member

 

 

FJ Capital Management LLC

 

 

By: /s/ Martin Friedman                            

Name: Martin Friedman

Title: Managing Member

 

 

/s/ Martin Friedman                                        

MARTIN FRIEDMAN