Bridge Bancorp, Inc.
|
Common Stock
|
108035106
|
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
Attn: Matthew Lindenbaum
With a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attn: Michael A. Schwartz, Esq.
|
June 21, 2016
|
*
|
|
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 disclosures provided in a prior cover page.
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CUSIP No. 108035106
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|
1.
|
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Name of Reporting Person
Basswood Capital Management, L.L.C.
|
||||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
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SEC Use Only
|
||||
4.
|
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Source of Funds (See Instructions)
AF
|
||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
1,251,076
|
|||
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9.
|
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Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
1,251,076
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,251,076
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
7.2%
|
||||
14.
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Type of Reporting Person (See Instructions)
IA
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CUSIP No. 108035106
|
|
1.
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Name of Reporting Person
Basswood Partners, L.L.C.
|
||||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
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Check 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
331,280
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
331,280
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
331,280
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.9%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Enhanced Long Short GP, LLC
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check 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
512,228
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
512,228
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
512,228
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
2.9%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Opportunity Partners, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
225,109
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
225,109
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
225,109
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.3%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Opportunity Fund, Inc.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
112,894
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
112,894
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
112,894
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.7%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Enhanced Long Short Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
512,228
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
512,228
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
512,228
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
2.9%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
82,596
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
82,596
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
82,596
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Fund, Inc.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
29,865
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
29,865
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
29,865
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.2%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Long Only Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
23,575
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
23,575
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,575
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
BCM Select Equity I Master, Ltd.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
0
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
0
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Matthew Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
161,015
|
||
|
8.
|
|
Shared Voting Power
1,251,076
|
|||
|
9.
|
|
Sole Dispositive Power
161,015
|
|||
|
10.
|
|
Shared Dispositive Power
1,251,076
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,412,091
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Bennett Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
138,282
|
||
|
8.
|
|
Shared Voting Power
1,251,076
|
|||
|
9.
|
|
Sole Dispositive Power
138,282
|
|||
|
10.
|
|
Shared Dispositive Power
1,251,076
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,389,358
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.0%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Abigail Tambor 2012 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
97,202
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
97,202
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
97,202
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.6%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Nathan Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
PF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
3,913
|
||
|
8.
|
|
Shared Voting Power
402,236
|
|||
|
9.
|
|
Sole Dispositive Power
3,913
|
|||
|
10.
|
|
Shared Dispositive Power
402,236
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
406,149
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
2.3%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Nathan J Lindenbaum 1995 Children Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
50,197
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
50,197
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
50,197
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.3%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Naftali Asher Investments LLC
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check 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
65,970
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
65,970
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Victoria and Benjamin Feder 2012 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
87,327
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
87,327
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
87,327
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Victoria and Ben Feder’s 1996 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
9,875
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
9,875
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,875
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Marcel Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
PF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
68,937
|
||
|
8.
|
|
Shared Voting Power
0
|
|||
|
9.
|
|
Sole Dispositive Power
68,937
|
|||
|
10.
|
|
Shared Dispositive Power
0
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
68,937
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shari A. Lindenbaum 1994 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
20,540
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
20,540
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,540
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shari A. Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
116,167
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
116,167
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
116,167
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.7%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Ray Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
9,875
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
9,875
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,875
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shai Tambor
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
184,529
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
184,529
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
184,529
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
MGS Partners, LLC
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
81,000
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
81,000
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
81,000
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
1)
|
Joint Filing Agreement dated as of June 29, 2015.
|
SIGNATURE
|
Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Partners, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Enhanced Long Short GP, LLC
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Opportunity Partners, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
Basswood Opportunity Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Enhanced Long Short Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Long Only Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
BCM Select Equity I Master, Ltd.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
/s/ Matthew Lindenbaum
|
||
Matthew Lindenbaum
|
||
/s/ Bennett Lindenbaum
|
||
Bennett Lindenbaum
|
||
Abigail Tambor 2012 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
/s/ Nathan Lindenbaum
|
||
Nathan Lindenbaum
|
||
MGS Partners, LLC
|
||
By:
|
/s/ Nathan Lindenbaum
|
|
Name: Nathan Lindenbaum
|
||
Title: Managing Member
|
||
Nathan J Lindenbaum 1995 Children Trust
|
||
By:
|
/s/ Shari A. Lindenbaum
|
|
Name: Shari A. Lindenbaum
|
||
Title: Trustee
|
||
Naftali Asher Investments LLC
|
||
By:
|
/s/ Shari A. Lindenbaum
|
|
Name: Shari A. Lindenbaum
|
||
Title: Manager
|
||
Victoria and Benjamin Feder 2012 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
Victoria and Ben Feder’s 1996 Children’s Trust
|
||
By:
|
/s/ Ray Lindenbaum
|
|
Name: Ray Lindenbaum
|
||
Title: Trustee
|
||
/s/ Marcel Lindenbaum
|
||
Marcel Lindenbaum
|
||
Shari A. Lindenbaum 1994 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
/s/ Shari A. Lindenbaum
|
||
Shari A. Lindenbaum
|
||
/s/ Ray Lindenbaum
|
||
Ray Lindenbaum
|
||
/s/ Shai Tambor
|
||
Shai Tambor
|
Fund Name
|
Trade Date
|
Shares Purchased (Sold)
|
Price (Gross)
|
Basswood Opportunity Partners, LP
|
5/2/2016
|
(1,703)
|
30.37
|
Basswood Opportunity Partners, LP
|
5/4/2016
|
(9,516)
|
29.10
|
BCM Select Equity I Master, Ltd.
|
6/21/2016
|
(12,095)
|
29.17
|