Statement of Ownership (sc 13g)
15 February 2019 - 10:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 SCHEDULE 13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
(Name
of Issuer)
(Titles
of Class of Securities)
(CUSIP
Number)
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|
☐
|
Rule
13d-1(c)
|
|
☒
|
Rule 13d-1(d)
|
*
The remainder of this cover page shall be filled out of 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.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934, as amended (the “
Act
”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the
Notes
).
CUSIP
No. 40424G108
|
13G
|
Page
2 of 12
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Missouri
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
403,885
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
428,885
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,885
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
(1)
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
(1)
Based on 4,824,413 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 26, 2018,
based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“
Commission
”) on November
2, 2018.
CUSIP
No. 40424G108
|
13G
|
Page
3 of 12
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
Master Opportunity Fund Ltd
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
365,399
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
365,399
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,399
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
(2)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
(2)
Based on 4,824,413 shares of Common Stock (as defined below) of the Issuer (as defined
below) outstanding as of October 26, 2018, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
(“
Commission
”) on November 2, 2018
.
CUSIP
No. 40424G108
|
13G
|
Page
4 of 12
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
GP LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Missouri
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
38,486
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
38,486
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,486
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
(3)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
(3)
Based on 4,824,413 shares of Common Stock (as defined below) of the Issuer (as defined
below) outstanding as of October 26, 2018, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
(“
Commission
”) on November 2, 2018.
Fourthstone GP LLC is the general partner of, and may be deemed
to
beneficially own securities owned by, Fourthstone QP Opportunity Fund LP.
CUSIP
No. 40424G108
|
13G
|
Page
5 of 12
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
QP Opportunity Fund LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
38,486
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
38,486
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,486
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
(4)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
(4)
Based on 4,824,413 shares of Common Stock (as defined below) of the Issuer (as defined
below) outstanding as of October 26, 2018, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
(“
Commission
”) on November 2, 2018.
CUSIP
No. 40424G108
|
13G
|
Page
6 of 12
|
1
|
NAME
OF REPORTING PERSON
Louis
P. Stone IV
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
423,896
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
428,885
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,885
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
(5)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
(5)
Based on 4,824,413 shares of Common Stock (as defined below) of the Issuer (as defined
below) outstanding as of October 26, 2018, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
(“
Commission
”) on November 2, 2018. Fourthstone LLC is wholly owned and controlled by Louis P. Stone IV who
may be deemed to share voting and dispositive power with respect to shares held by Fourthstone LLC.
CUSIP
No. 40424G108
|
13G
|
Page
7 of 12
|
1
|
NAME
OF REPORTING PERSON
Amy
M. Stone
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
423,896
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
428,885
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,885
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
(6)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
(6)
|
Based on 4,824,413 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding
as of October 26, 2018, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“Commission”)
on November 2, 2018. As President of Fourthstone LLC, Amy M. Stone may be deemed to share voting and dispositive power with respect
to shares held by Fourthstone LLC.
|
CUSIP
No. 40424G108
|
13G
|
Page
8 of 12
|
1
|
NAME
OF REPORTING PERSON
Michael
Repole
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
25,000
|
6
|
SHARED
VOTING POWER
-
0 -
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
25,000
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
(7)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
(7)
|
Based on 4,824,413 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding
as of October 26, 2018, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“
Commission
”)
on November 2, 2018.
|
CUSIP
No. 40424G108
|
13G
|
Page
9 of 12
|
Item
1(a).
|
Name
of Issuer:
|
HMN
Financial, Inc. (the “
Issuer
”)
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
1016
Civic Center Drive Northwest Rochester, MN 55901
Item
2(a).
|
Name
of Person Filing:
|
This Schedule 13G is being filed by Fourthstone LLC,
a Missouri Limited Liability Company and Investment Adviser (“
Fourthstone
”). The persons reporting information
on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands (“
Fourthstone Master
Opportunity Fund
”), a Delaware Limited Partnership (“
Fourthstone QP Opportunity
”), a Missouri Limited
Liability Company (“
Fourthstone GP,”
General Partner of Fourthstone QP Opportunity), Louis P. Stone IV and Michael
Repole (each, a “
Reporting Person
” and, together, the “
Reporting Persons
”).
Fourthstone directly holds 428,885 shares of
Common Stock on behalf of its advisory clients; Mrs. Amy M. Stone directly holds 19,011 shares of Common Stock, as well as Power
of Attorney over an additional 1,000 shares of Common Stock. Each of the Reporting Persons listed in this filing certify the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that effect.
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
The
principal business address of each of the Reporting Persons is as follows:
The
registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity
Fund LP, and Mr. Louis P. Stone IV is 13476 Clayton Road, St Louis, MO 63131.
The
executive office of Mr. Michael Repole is Driven Capital Management, 17-20 Whitestone Expwy, Suite 501, Whitestone, NY 11357.
See
response to Item 4 of each of the cover pages.
Item
2(d).
|
Titles
of Classes of Securities:
|
Common
Stock
40424G108
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the
Person Filing is a(n):
|
|
(a)
|
☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
(d)
|
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C
80a-8).
|
|
(e)
|
☐
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
(i)
|
☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3).
|
|
|
|
|
(j)
|
☐
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☐
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
If filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution:
_______________
|
|
(a)
|
Amount
Beneficially Owned:
|
|
|
|
|
|
See
responses to Item 9 on each cover page.
|
|
|
|
|
(b)
|
Percent
of Class:
|
|
|
|
|
|
See
responses to Item 11 on each cover page.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
|
|
See
responses to Item 7 on each cover page.
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on
By
the Parent Holding Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
Not
Applicable.
CUSIP
No. 40424G108
|
13G
|
Page
12 of 12
|
SIGNATURE
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.
Dated:
February 14, 2019
|
Fourthstone
LLC
|
|
|
|
By:
|
/s/
Amy M. Stone
|
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
|
|
|
|
Fourthstone
Master Opportunity Fund Ltd
|
|
|
|
By:
|
/s/
Amy M. Stone
|
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
|
|
|
|
Fourthstone
QP Opportunity Fund LP
|
|
|
|
By:
|
Fourthstone
GP LLC, its General Partner
|
|
|
|
|
|
|
|
By:
|
/s/
Amy M. Stone
|
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
|
|
|
|
Amy M. Stone
|
|
|
|
|
|
By:
|
/s/ Amy M. Stone
|
|
|
Name:
|
Amy M. Stone
|
|
|
|
|
Louis
P. Stone IV
|
|
|
|
By:
|
/s/
Louis P. Stone IV
|
|
|
Name:
|
Louis
P. Stone IV
|
|
|
|
|
Michael
Repole
|
|
|
|
By:
|
/s/
Michael Repole
|
|
|
Name:
|
Michael
Repole
|
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