Sec Form 4 Filing - Parallel 2005 Equity Partners, LLC @ Regional Management Corp. - 2013-09-25

Insider filing report for Changes in Beneficial Ownership
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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
Parallel 2005 Equity Partners, LLC
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)
2100 MCKINNEY AVENUE, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
09/25/2013
(Street)
DALLAS, TX75201
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 09/25/2013 S 1,454,665 D $ 26.2625 ( 1 ) 652,850 ( 2 ) I See footnote ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parallel 2005 Equity Partners, LLC
2100 MCKINNEY AVENUE, SUITE 1200
DALLAS, TX75201
X X
Parallel 2005 Equity Fund LP
2100 MCKINNEY AVENUE, SUITE 1200
DALLAS, TX75201
X X
Parallel 2005 Equity Partners, LP
2100 MCKINNEY AVENUE, SUITE 1200
DALLAS, TX75201
X X
FLETCHER FRANK BARRON III
2100 MCKINNEY AVENUE, SUITE 1200
DALLAS, TX75201
X X
Signatures
Parallel 2005 Equity Fund, LP By: Parallel 2005 Equity Partners, LP, its General Partner /s/ F. Barron Fletcher Name: F. Baron Fletcher Title: Authorized Person 09/27/2013
Signature of Reporting Person Date
Parallel 2005 Equity Partners, LP By: Parallel 2005 Equity Partners, LLC, its General Partner /s/ F. Barron Fletcher Name: F. Baron Fletcher Title: Authorized Person 09/27/2013
Signature of Reporting Person Date
Parallel 2005 Equity Partners, LLC /s/ F. Barron Fletcher Name: F. Baron Fletcher Title: Authorized Person 09/27/2013
Signature of Reporting Person Date
/s/ F. Barron Fletcher 09/27/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount represents the $27.50 public offering price per share of the common stock of Regional Management Corp. (the "Issuer") less the underwriting discount of $1.2375 per share.
( 2 )The amount stated includes 4,000 shares subject to options either currently exercisable or exercisable within 60 days of the date hereof, over which Parallel 2005 Equity Fund, LP will not have voting or investment power until the options are exercised. The Issuer granted such options to Jared L. Johnson and Richard T. Dell'Aquila, who are designees of Parallel 2005 Equity Fund, LP serving on the Issuer's board of directors, on March 27, 2012. Pursuant to arrangements between Parallel 2005 Equity Fund, LP, Mr. Johnson, and Mr. Dell'Aquila, Messrs. Johnson and Dell'Aquila are not permitted to retain stock options granted by the Issuer to each of Messrs. Johnson and Dell'Aquila, and each of Messrs. Johnson and Dell'Aquila is required to hold such securities for the benefit of Parallel 2005 Equity Fund, LP.
( 3 )These shares of common stock of Regional Management Corp. (the "Issuer") are held by Parallel 2005 Equity Fund, LP. The general partner of Parallel 2005 Equity Fund, LP is Parallel 2005 Equity Partners, LP. The general partner of Parallel 2005 Equity Partners, LP is Parallel 2005 Equity Partners, LLC. F. Barron Fletcher, III is the managing member of Parallel 2005 Equity Partners, LLC.

Remarks:
Jared L. Johnson and Richard T. Dell'Aquila serve on the board of directors of the Issuer as representatives of the Reporting Persons.Jared L. Johnson is a Managing Director of Parallel Investment Partners, LLC, which is the advisor to Parallel 2005 Equity Fund,LP. Richard T. Dell'Aquila is a Managing Director of Parallel Investment Partners, LLC, which is the advisor to Parallel 2005 EquityFund, LP.Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Persons state that this filing shallnot be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and the ReportingPersons 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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