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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 15 | 12/10/2013 | M | 2,000 | (3) | 03/27/2022 | Common Stock | 2,000 | $ 0 | 0 (1) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Perez David C/O PALLADIUM EQUITY PARTNERS III, L.P., 1270 AVENUE OF THE AMERICAS, SUITE 2200 NEW YORK, NY 10020 |
X | |||
| /s/ David Perez | 12/12/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the arrangements between the Reporting Person and Palladium Equity Partners III, L.P. (the "Fund"), the Reporting Person is not permitted to retain the equity awards granted by Regional Management Corp. (the "Issuer"), and the Reporting Person is required to hold such securities for the benefit of the Fund. The Reporting Person disclaims any pecuniary interest in the securities reported herein. |
| (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) | The option vests in five equal annual installments beginning on March 27, 2012. |
| Remarks: Mr. Perez is chairman of the board of directors of the Issuer and a Managing Director of Palladium, which is affiliated with investment funds that own shares of common stock of the Issuer, which are reported in a separate filing. Mr. Perez disclaims beneficial ownership of such shares of common stock of the Issuer. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. | |