Sec Form 4 Filing - Palladium Equity Partners III, L.L.C. @ Regional Management Corp. - 2013-12-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Palladium Equity Partners III, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Regional Management Corp. [ RM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ROCKEFELLER CENTER, 1270 AVENUE OF THE AMERICAS, SUITE 2200 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2013 (Street) NEW YORK, NY10020 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.10 per share 12/10/2013 M 4,000 A $ 15 1,148,622 I See footnotes ( 1 ) ( 4 ) Common Stock, par value $0.10 per share 12/10/2013 S 1,148,622 D $ 29.605 ( 2 ) 0 I See footnotes ( 1 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 15 12/10/2013 M 4,000 ( 5 ) 03/27/2022 Common Stock 4,000 $ 0 16,000 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palladium Equity Partners III, L.L.C. ROCKEFELLER CENTER 1270 AVENUE OF THE AMERICAS, SUITE 2200 NEW YORK, NY10020 X X Palladium Equity Partners III L P ROCKEFELLER CENTER 1270 AVENUE OF THE AMERICAS, SUITE 2200 NEW YORK, NY10020 X Rodriguez Marcos A ROCKEFELLER CENTER 1270 AVENUE OF THE AMERICAS, SUITE 2200 NEW YORK, NY10020 X Signatures Palladium Equity Partners III, L.P.: By Palladium Equity Partners III, L.L.C., its general partner, By: /s/ Erik A. Scott Name: Erik A. Scott Title: Attorney-in-Fact for Marcos A. Rodriguez, Managing Member, 12/12/2013 Signature of Reporting Person Date Palladium Equity Partners III, L.L.C. By: Erik A. Scott Name: Erik A. Scott Title: Attorney-in-Fact for Marcos A. Rodriguez, Managing Member 12/12/2013 Signature of Reporting Person Date Marcos A. Rodriguez: By: /s/ Erik A. Scott Name: Erik A. Scott, Title: Attorney-in-Fact for Marcos A. Rodriguez 12/12/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,139,240 shares of common stock of Regional Management Corp. (the "Issuer") held directly by Palladium Equity Partners III, L.P. and 4,691 shares of common stock held by each of David Perez and Erik A. Scott as nominee holders on behalf of Palladium Equity Partners III, L.P. ( 2 )This amount represents the $31.00 public offering price per share of the common stock of the Issuer less the underwriting discount of $1.395 per share. ( 3 )These securities are held by David Perez and Erik A. Scott as nominee holders on behalf of Palladium Equity Partners III, L.P. ( 4 )The general partner of Palladium Equity Partners III, L.P. is Palladium Equity Partners III, L.L.C. Marcos A. Rodriguez is the managing member of Palladium Equity Partners III, L.L.C. Mr. Perez is a Managing Director of Palladium Equity Partners III, L.P. Mr. Scott is a Managing Director of Palladium Equity Partners III, L.P. ( 5 )The option vests in five equal annual installments beginning on March 27, 2013.

Remarks: David Perez and Erik A. Scott serve on the board of directors of the Issuer as representatives of the Reporting Persons. Mr. Perez is chairman of the board of directors of the Issuer and a Managing Director of Palladium Equity Partners III, L.P. Mr. Scott is a member of the board of directors of the Issuer and a Managing Director of Palladium Equity Partners III, L.P.Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Persons state that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of the Reporting Persons' pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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