cg309.htm
 
CUSIP No. 680194107
Page 1 of 21 Pages




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934




OLD POINT FINANCIAL CORPORATION
(Name of Issuer)

Common Stock, $5.00 par value
(Title of Class of Securities)


680194107
(CUSIP Number)

Mr. Richard J. Lashley
PL Capital, LLC
67 Park Place East
Suite 675
Morristown, NJ  07960
(973) 539-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 26, 2013
(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box £.

 
 
 
CUSIP No. 680194107
Page 2 of 21 Pages



1
NAME OF REPORTING PERSON
PL Capital, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX 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
224,501
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
224,501
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,501
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 680194107
Page 3 of 21 Pages



1
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX 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
140,600
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
140,600
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,600
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 680194107
Page 4 of 21 Pages



1
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX 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
61,000
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
61,000
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 680194107
Page 5 of 21 Pages



1
NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX 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
22,901
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
22,901
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,901
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 680194107
Page 6 of 21 Pages



1
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX 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
45,307
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
45,307
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,307
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 680194107
Page 7 of 21 Pages



1
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX 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
45,307
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
45,307
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,307
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 680194107
Page 8 of 21 Pages



1
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX 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
269,808
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
269,808
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,808
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
  
14
TYPE OF REPORTING PERSON
OO
  



 
 
 
CUSIP No. 680194107
Page 9 of 21 Pages



1
NAME OF REPORTING PERSON
John W. Palmer
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
269,808
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
269,808
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,808
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
  
14
TYPE OF REPORTING PERSON
IN
  


 
 
 
CUSIP No. 680194107
Page 10 of 21 Pages



1
NAME OF REPORTING PERSON
Richard J. Lashley
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
269,808
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
269,808
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,808
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
  
14
TYPE OF REPORTING PERSON
IN
  



 
 
 
CUSIP No. 680194107
Page 11 of 21 Pages


Item 1.
Security and Issuer

This initial Schedule 13D relates to the common stock, $5.00 par value (“Common Stock”), of Old Point Financial Corporation (the “Company” or “Old Point”).  The address of the principal executive offices of the Company is 1 West Mellen Street, Hampton, VA 23663.
 
Item 2.
Identity and Background

This initial Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to this Schedule 13D.
 
●   
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
 
●   
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
 
●   
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);
 
●   
 PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;
 
●   
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;
 
●   
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
 
●   
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;
 
●   
John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
(a)-(c)           This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
 

 
 
 
CUSIP No. 680194107
Page 12 of 21 Pages

 
 
(1)
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

 
(2)
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP;

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.  The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
 
(f)           All of the individuals who are members of the PL Capital Group are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 269,808 shares of Common Stock of the Company acquired at an aggregate cost of $3,466,416.
 
From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, the following members of the PL Capital Group have margin from BNP Paribas or other loans outstanding secured by Common Stock: Financial Edge Fund; Focused Fund and Goodbody/PL LP.
 

 
 
 
CUSIP No. 680194107
Page 13 of 21 Pages

 
The amount of funds expended by Financial Edge Fund to acquire the 140,600 shares of Common Stock it holds in its name is $1,805,859.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Financial Edge Strategic to acquire the 61,000 shares of Common Stock it holds in its name is $783,773.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Focused Fund to acquire the 22,901 shares of Common Stock it holds in its name is $294,575.  Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Goodbody/PL LP to acquire the 45,307 shares of Common Stock it holds in its name is $582,209.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.
 
Item 4.
Purpose of Transaction

This is the PL Capital Group’s initial Schedule 13D filing.  In the aggregate, the PL Capital Group owns 5.4% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of October 31, 2013.  PL Capital Group acquired the Common Stock because it believes the Common Stock is undervalued.  PL Capital’s intent is to monitor the performance of the Company and the actions of the Company’s management and board, and where needed, to assert PL Capital Group’s stockholder rights.

Unless otherwise noted in this Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing PL Capital Group’s aggregate holdings above 9.99% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.
 
Item 5.
Interest in Securities of the Company
 
The percentages used in this  Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 4,959,009, reported as the number of outstanding shares as of October 31, 2013, in the Company’s Quarterly Report on Form 10-Q filed on November 13, 2013.
 

 
 
 
CUSIP No. 680194107
Page 14 of 21 Pages

 
The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:
 
(A)
Financial Edge Fund

(a)-(b)           See cover page.

 
(c)
Financial Edge Fund made, in the open market, the following purchases and no sales of Common Stock in the past 60 days:

Date
Number of Shares Purchased
Price per Share
Total Cost
12/26/2013
      49,000
$12.85
$629,660
12/2/2013
       8,600
$12.75
$109,656
12/6/2013
      83,000
$12.85
$1,066,542

 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B)
Financial Edge Strategic

(a)-(b)           See cover page.

 
(c)
Financial Edge Strategic made, in the open market, the following purchases and no sales of Common Stock in the past 60 days:

Date
Number of Shares Purchased
Price per Share
Total Cost
12/26/2013
    25,000
$12.85
$321,260
12/3/2013
     1,000
$12.76
$12,760
12/6/2013
    35,000
$12.85
$449,754
 
 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

 
 
 
CUSIP No. 680194107
Page 15 of 21 Pages

 
(C)
Focused Fund

(a)-(b)           See cover page.

 
(c)
Focused Fund made, in the open market, the following purchases and no sales of Common Stock in the past 60 days:
 
Date
Number of Shares Purchased
Price per Share
Total Cost
12/26/2013
     5,554
$12.90
$71,650
12/26/2013
     2,000
$12.86
$25,710
12/6/2013
    15,347
$12.85
$197,217
 
 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.
 
(D)
Goodbody/PL LP

(a)-(b)           See cover page.

 
(c)
Goodbody/PL LP made, in the open market, the following purchases and no sales of Common Stock in the past 60 days:
 
Date
Number of Shares Purchased
Price per Share
Total Cost
12/26/2013
    17,307
$12.85
$222,405
12/6/2013
    28,000
$12.85
$359,806

 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.
 
(E)           PL Capital

(a)-(b)           See cover page.

 
(c)
PL Capital has made no purchases or sales of Common Stock directly.

 
 
 
CUSIP No. 680194107
Page 16 of 21 Pages

 
 
(d)
PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F)           PL Capital Advisors

(a)-(b)           See cover page.

 
(c)
PL Capital Advisors has made no purchases or sales of Common Stock directly.

 
(d)
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(G)           Goodbody/PL LLC

(a)-(b)           See cover page.

 
(c)
Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H)           Mr. John W. Palmer

(a)-(b)           See cover page.

 
(c)
Mr. Palmer did not purchase or sell any shares of Common Stock directly.

(I)           Richard J. Lashley

(a)-(b)           See cover page.

 
(c)
Mr. Lashley did not purchase or sell any shares of Common Stock directly.

 
 
 
CUSIP No. 680194107
Page 17 of 21 Pages

 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.
 
Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to this initial Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
 
Item 7.
Material to be Filed as Exhibits

Exhibit No.
Description
   
1
Joint Filing Agreement

 
 
 
CUSIP No. 680194107
Page 18 of 21 Pages


SIGNATURES

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:           January 2, 2014

FINANCIAL EDGE FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                 Richard J. Lashley
Managing Member                                           Managing Member
 
FINANCIAL EDGE-STRATEGIC FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                 Richard J. Lashley
Managing Member                                           Managing Member
 
PL CAPITAL/FOCUSED FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                 Richard J. Lashley
Managing Member                                           Managing Member
 

 
 
 
 
CUSIP No. 680194107
Page 19 of 21 Pages



GOODBODY/PL CAPITAL, L.P.
 
By:           GOODBODY/PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                 Richard J. Lashley
Managing Member                                           Managing Member
 
GOODBODY/PL CAPITAL, LLC
 
 
By:          /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member
 
PL CAPITAL ADVISORS, LLC
 
 
By:          /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member
 
PL CAPITAL, LLC
 
 
By:          /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                 Richard J. Lashley
Managing Member                                           Managing Member
 

 
By:         /w/ John W. Palmer
               John W. Palmer
 
 
By:         /s/ Richard J. Lashley
               Richard J. Lashley