Sec Form 3 Filing - Friedman Martin S. @ OLD POINT FINANCIAL CORP - 2022-04-29

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Friedman Martin S.
2. Issuer Name and Ticker or Trading Symbol
OLD POINT FINANCIAL CORP [ OPOF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks Below
(Last) (First) (Middle)
C/O FJ CAPITAL MANAGEMENT LLC, 7901 JONES BRANCH DR. SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
04/29/2022
(Street)
MCLEAN, VA22102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 512,121 I See footnote( 1 )( 2 )
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
Friedman Martin S.
C/O FJ CAPITAL MANAGEMENT LLC
7901 JONES BRANCH DR. SUITE 210
MCLEAN, VA22102
X See Remarks Below
Signatures
Martin Friedman 05/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Martin S Friedman (the "Reporting Person") is the managing member of FJ Capital Management LLC ("FJ Capital"), which is the managing member of and investment adviser to Financial Opportunity Fund LLC ("FOF"), Financial Hybrid Opportunity Fund LLC ("FHOF"), and Financial Hybrid Opportunity SPV 1 LLC ("HSPV"), (FOF, FHOF and HSPV, collectively, the "Funds") and investment adviser to a separately managed account ("SMA), each of which beneficially owns shares of the common stock of the issuer (the "Shares"). As a consequence of a earnings release by the issuer, FOF holds 308,627 Shares (ii) FHOF holds 76,173 Shares, (iii)HSPV holds 112,321 Shares, and (iv) the SMA holds 15,000 Shares. (continued in footnote 2)
( 2 )(Footnote 1 continued) The Reporting Person, in his capacity as Managing Member of FJ Capital, has voting and dispositive power over the Shares held by the Funds and the SMA. Mr. Friedman disclaims beneficial ownership of the Shares reported herein, and this report shall not be deemed an admission of beneficial ownership of such Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
On April 29, 2022, Old Point Financial Corporation ("OPOF") filed a Form 8-K reporting results for Q1 2022. As a consequence, on May 4, 2022, FJ Capital learned that OPOF had repurchased 122,995 shares pursuant to its authorized share repurchase program (the "Q1 Repurchases"). The Q1 Repurchases resulted in a decrease in the number of such shares issued and outstanding and caused the Reporting Person's ownership to exceed ten percent (10%).

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.