Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5) *
Guaranty Fed Bancshares (GFED)
|
(Name of Issuer)
|
|
Common Stock
|
(Title of Class of Securities)
|
|
40108P101
|
(CUSIP Number)
|
|
12/31/2018
|
(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(b)
|
|
|
|
|
☑
|
Rule 13d-1(c)
|
|
|
|
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☐
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Rule 13d-1(d)
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* 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 the 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 (“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
.
|
40108P101
|
|
Page 2 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
FJ Capital Management
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
401,959 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
138,682 (2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
401,959 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.08%
|
12
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TYPE OF REPORTING PERSON
|
IA
|
|
|
|
|
|
|
(1)
|
Consists of 121,871 shares of common stock of the Issuer held by Financial Opportunity Fund LLC
of which FJ Capital Management LLC is the managing member, 246,186 shares common stock of the Issuer held by Bridge Equities III,
LLC, 2,794 shares common stock of the Issuer held by Bridge Equities VIII, LLC, 3,252 shares common stock of the Issuer held by
Bridge Equities IX, LLC, 2,295 shares common stock of the Issuer held by Bridge Equities X, LLC, and 8,750 shares common stock
of the Issuer held by Bridge Equities XI, LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 16,811 shares
common stock of the Issuer held by other managed accounts that FJ Capital Management manages; as such, the Reporting Person may
be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.
|
|
(2)
|
Consists of 121,871 shares of common stock of the Issuer held by Financial Opportunity Fund, of
which FJ Capital Management LLC is the managing member, and 16,811 shares of common stock of the Issuer held by other managed accounts
that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but
as to which the Reporting Person disclaims beneficial ownership.
|
CUSIP No
.
|
40108P101
|
|
Page 3 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Financial Opportunity Fund LLC
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
121,871 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
121,871 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
121,871 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.75%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
|
(1)
|
Consists of 121,871 shares of common stock of
the Issuer held by Financial Opportunity Fund.
|
CUSIP No
.
|
40108P101
|
|
Page 4 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Martin Friedman
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
401,959 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
138,682 (2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
401,959 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.08%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
|
|
|
|
|
(1)
|
Consists of 121,871 shares of common stock of the Issuer held by Financial Opportunity Fund LLC
of which FJ Capital Management LLC is the managing member, 246,186 shares common stock of the Issuer held by Bridge Equities III,
LLC, 2,794 shares common stock of the Issuer held by Bridge Equities VIII, LLC, 3,252 shares common stock of the Issuer held by
Bridge Equities IX, LLC, 2,295 shares common stock of the Issuer held by Bridge Equities X, LLC, and 8,750 shares common stock
of the Issuer held by Bridge Equities XI, LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 16,811 shares
common stock of the Issuer held by other managed accounts that FJ Capital Management manages; as such, the Reporting Person may
be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership. Martin
Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported
shares but as to which Mr. Friedman disclaims beneficial ownership.
|
|
(2)
|
Consists of 121,871 shares of common stock of the Issuer held by Financial Opportunity Fund, of
which FJ Capital Management LLC is the managing member, and 16,811 shares of common stock of the Issuer held by other managed accounts
that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but
as to which the Reporting Person disclaims beneficial ownership. Martin Friedman is the Managing Member of FJ Capital Management
LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial
ownership.
|
CUSIP No
.
|
40108P101
|
|
Page 5 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Bridge Equities III, LLC
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
246,186 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
246,186 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
246,186 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.56%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
(1) Consists of 246,186
shares of common stock of the Issuer held by Bridge Equities III, LLC.
CUSIP No
.
|
40108P101
|
|
Page 6 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Bridge Equities VIII, LLC
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
2,794 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
2,794 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,794 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.06%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
(1) Consists of 2,794
shares of common stock of the Issuer held by Bridge Equities VIII, LLC.
CUSIP No
.
|
40108P101
|
|
Page 7 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Bridge Equities IX, LLC
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
3,252 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
3,252 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,252 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.07%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
(1) Consists of 3,252
shares of common stock of the Issuer held by Bridge Equities IX, LLC.
CUSIP No
.
|
40108P101
|
|
Page 8 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Bridge Equities X, LLC
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
2,295(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
2,295(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,295(1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.05%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
(1) Consists of 2,295
shares of common stock of the Issuer held by Bridge Equities X, LLC.
CUSIP No
.
|
40108P101
|
|
Page 9 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Bridge Equities XI, LLC
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
8,750 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
8,750 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8,750 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.20%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
(1) Consists of 8,750
shares of common stock of the Issuer held by Bridge Equities XI, LLC.
CUSIP No
.
|
40108P101
|
|
Page 10 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
SunBridge Manager, LLC
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
263,277 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
263,277 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
263,277 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.95%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
|
(1)
|
Consists of 246,186 shares of
common stock of the Issuer held by Bridge Equities III, LLC, 2,794 shares of common stock of the Issuer held by Bridge Equities
VIII, LLC, 3,252 shares of common stock of the Issuer held by Bridge Equities IX, LLC, 2,295 shares of common stock of the Issuer
held by Bridge Equities X,LLC, and 8,750 shares of common stock of the Issuer held by Bridge Equities XI, LLC, of which SunBridge
Manager, LLC is the Managing Member; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares.
|
CUSIP No
.
|
40108P101
|
|
Page 11 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
SunBridge Holdings, LLC
|
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
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
263,277 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
263,277 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
263,277 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.95%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
|
|
|
|
(1)
|
Consists of 246,186 shares of
common stock of the Issuer held by Bridge Equities III, LLC, 2,794 shares of common stock of the Issuer held by Bridge Equities
VIII, LLC, 3,252 shares of common stock of the Issuer held by Bridge Equities IX, LLC, 2,295 shares of common stock of the Issuer
held by Bridge Equities X, LLC, and 8,750 shares of common stock of the Issuer held by Bridge Equities XI, LLC, of which SunBridge
Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC; as such, the Reporting
Person may be deemed to be a beneficial owner of reported shares.
|
CUSIP No
.
|
40108P101
|
|
Page 12 of 22
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Realty Investment Company, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☑
(b)
☐
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Maryland
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
263,277 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED DISPOSITIVE POWER
|
263,277 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
263,277 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.95%
|
12
|
TYPE OF REPORTING PERSON
|
CO
|
|
|
|
|
|
|
(1)
|
Consists of 246,186 shares of common stock of the Issuer held by Bridge Equities III, LLC, 2,794
shares of common stock of the Issuer held by Bridge Equities VIII, LLC, 3,252 shares of common stock of the Issuer held by Bridge
Equities IX, LLC, 2,295 shares of common stock of the Issuer held by Bridge Equities X, LLC and 8,750 shares of common stock of
the Issuer held by Bridge Equities XI, LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is
the Managing Member of SunBridge Manager, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC; as such,
the Reporting Person may be deemed to be a beneficial owner of reported shares.
|
CUSIP No
.
|
40108P101
|
|
Page 13 of 22
|
Item 1(a).
|
|
Name of Issuer:
|
|
|
|
|
|
Guaranty Fed Bancshares (GFED)
|
|
|
|
Item 1(b).
|
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
2144 East Republic Road, STE F200
|
|
|
Springfield, MO 65804
|
|
|
|
Item 2(a).
|
|
Name of Person Filing:
|
|
|
|
|
|
This Schedule 13G is being filed on behalf of the following Reporting
Persons:
Financial Opportunity Fund LLC
Bridge Equities III, LLC
Bridge Equities VIII, LLC
Bridge Equities IX, LLC
Bridge Equities X, LLC
Bridge Equities XI, LLC
FJ Capital Management LLC
Martin Friedman
SunBridge Manager, LLC
SunBridge Holdings, LLC
Realty Investment Company, Inc
|
|
|
|
Item 2(b).
|
|
Address of Principal Business Office or, if None, Residence:
|
|
|
|
|
|
FJ Capital Management, LLC
1313 Dolley Madison Blvd, Ste 306
McLean, VA 22101
Financial Opportunity Fund LLC
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
Martin Friedman
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
Bridge Equities III, LLC
8171 Maple Lawn Blvd, Suite 375
Fulton, MD 20759
Bridge Equities VIII, LLC
8171 Maple Lawn Blvd, Suite 375
Fulton, MD 20759
Bridge Equities IX, LLC
8171 Maple Lawn Blvd, Suite 375
Fulton, MD 20759
Bridge Equities X, LLC
8171 Maple Lawn Blvd, Suite 375
Fulton, MD 20759
|
CUSIP No
.
|
40108P101
|
|
Page 14 of 22
|
|
|
Bridge Equities XI, LLC
8171 Maple Lawn Blvd, Suite 375
Fulton, MD 20759
SunBridge Manager LLC
8171 Maple Lawn Blvd, Suite 375
Fulton, MD 20759
SunBridge Holdings LLC
8171 Maple Lawn Blvd, Suite 375
Fulton, MD 20759
Realty Investment Company Inc
8171 Maple Lawn Blvd, Suite 375
Fulton, MD 20759
|
|
|
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Item 2(c).
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Citizenship:
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Financial Opportunity Fund LLC, Bridge Equities III, LLC, Bridge
Equities VIII, LLC, Bridge Equities IX, LLC, Bridge Equities X, LLC, Bridge Equities XI, LLC, and FJ Capital Management LLC, SunBridge
Manager, LLC, SunBridge Holdings, LLC – Delaware limited liability companies
Martin Friedman – United States citizen
Realty Investment Company, Inc – Maryland corporation
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Item 2(d).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
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40108P101
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Item 3.
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If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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CUSIP No
.
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40108P101
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Page 15 of 22
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A 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);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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FJ Capital Management LLC – 401,959 shares
Financial Opportunity Fund LLC – 121,871 shares
Martin Friedman – 401,959 shares
Bridge Equities III, LLC – 246,186 shares
Bridge Equities VIII, LLC – 2,794 shares
Bridge Equities IX, LLC – 3,252 shares
Bridge Equities X, LLC – 2,295 shares
Bridge Equities XI, LLC – 8,750 shares
SunBridge Manager, LLC – 263,277 shares
SunBridge Holdings, LLC - 263,277 shares
Realty Investment Company, Inc – 263,277 shares
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(b)
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Percent of class:
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FJ Capital Management LLC – 9.08%
Financial Opportunity Fund LLC – 2.75%
Martin Friedman – 9.08%
Bridge Equities III, LLC – 5.56%
Bridge Equities VIII, LLC – 0.06%
Bridge Equities IX, LLC – 0.07%
Bridge Equities X, LLC – 0.05%
Bridge Equities XI, LLC – 0.20%
SunBridge Manager, LLC – 5.95%
SunBridge Holdings, LLC – 5.95%
Realty Investment Company, Inc – 5.95%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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All Reporting Persons - 0
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CUSIP No
.
|
40108P101
|
|
Page 16 of 22
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(ii)
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Shared power to vote or to direct the vote
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FJ Capital Management LLC – 401,959 shares
Financial Opportunity Fund LLC – 121,871 shares
Martin Friedman – 401,959 shares
Bridge Equities III, LLC – 246,186 shares
Bridge Equities VIII, LLC – 2,794 shares
Bridge Equities IX, LLC – 3,252 shares
Bridge Equities X, LLC – 2,295 shares
Bridge Equities XI, LLC – 8,750 shares
SunBridge Manager, LLC – 263,277 shares
SunBridge Holdings, LLC - 263,277 shares
Realty Investment Company, Inc – 263,277 shares
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(iii)
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Sole power to dispose or to direct the disposition of
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All Reporting Persons – 0
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(iv)
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Shared power to dispose or to direct the disposition of
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FJ Capital Management LLC – 138,682 shares
Financial Opportunity Fund LLC – 121,871 shares
Martin Friedman – 138,682 shares
Bridge Equities III, LLC – 246,186 shares
Bridge Equities VIII, LLC – 2,794 shares
Bridge Equities IX, LLC – 3,252 shares
Bridge Equities X, LLC – 2,295 shares
Bridge Equities XI, LLC – 8,750 shares
SunBridge Manager, LLC – 263,277 shares
SunBridge Holdings, LLC - 263,277 shares
Realty Investment Company, Inc – 263,277 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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|
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
☐
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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N/A
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CUSIP No
.
|
40108P101
|
|
Page 17 of 22
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Item 8.
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Identification and Classification of Members of the Group.
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Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
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Item 9.
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Notice of Dissolution of Group.
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N/A
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge
and belief, 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 such purpose or effect.
CUSIP No
.
|
40108P101
|
|
Page 18 of 22
|
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.
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Date: 2/14/2019
|
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Financial Opportunity Fund LLC
By: FJ Capital Management LLC, its Managing Member
By:
/s/ Martin Friedman
Name: Martin Friedman
Title: Managing Member
FJ Capital Management LLC
By:
/s/ Martin Friedman
Name: Martin Friedman
Title: Managing Member
/s/ Martin Friedman
MARTIN FRIEDMAN
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CUSIP No .
|
40108P101
|
|
Page 19 of 22
|
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Bridge Equities III, LLC
By: SunBridge Manager, LLC, its Managing Member
By:
/s/ Christine A. Shreve
Name: Christine A. Shreve
Title: Manager
Bridge Equities VIII, LLC
By: SunBridge Manager, LLC, its Managing Member
By:
/s/ Christine A. Shreve
Name: Christine A. Shreve
Title: Manager
Bridge Equities IX, LLC
By: SunBridge Manager, LLC, its Managing Member
By:
/s/ Christine A. Shreve
Name: Christine A. Shreve
Title: Manager
Bridge Equities X, LLC
By: SunBridge Manager, LLC, its Managing Member
By:
/s/ Christine A. Shreve
Name: Christine A. Shreve
Title: Manager
Bridge Equities XI, LLC
By: SunBridge Manager, LLC, its Managing Member
By:
/s/ Christine A. Shreve
Name: Christine A. Shreve
Title: Manager
SunBridge Manager, LLC
By: SunBridge Holdings, LLC, its Managing Member
By:
/s/ Christine A. Shreve
Name: Christine A. Shreve
Title: President
|
CUSIP No .
|
40108P101
|
|
Page 20 of 22
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SunBridge Holdings, LLC
By: Realty Investment Company, Inc., its Manager
By:
/s/
Christine A. Shreve
Name: Christine A. Shreve
Title: President
realty investment company, inc.
By:
/s/
Christine A. Shreve
Name: Christine A. Shreve
Title: President
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CUSIP No .
|
40108P101
|
|
Page 21 of 22
|
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments
thereto, relating to the Common Stock
Guaranty Fed Bancshares (GFED)
shall be filed on behalf of the undersigned.
Financial Opportunity Fund LLC
|
Bridge Equities III, LLC
|
By:
|
FJ Capital Management, LLC
|
By:
|
SunBridge Manager, LLC, its Managing Member
|
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|
|
|
By:
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/s/ Martin Friedman
|
By:
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/s/ Christine A. Shreve
|
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Name: Martin Friedman
|
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Name: Christine A. Shreve
|
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Title: Managing Member
|
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Title: Manager
|
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FJ Capital Management LLC
|
Bridge Equities VIII, LLC
|
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By: SunBridge Manager, LLC, its Managing Member
|
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|
|
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|
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|
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By:
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/s/ Martin Friedman
|
By:
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/s/ Christine A. Shreve
|
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Name: Martin Friedman
|
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Name: Christine A. Shreve
|
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Title: Managing Member
|
|
Title: Manager
|
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Bridge Equities IX LLC
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By: SunBridge Manager, LLC, its Managing Member
|
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|
|
|
|
|
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/s/ Martin Friedman
|
By:
|
/s/ Christine A. Shreve
|
MARTIN FRIEDMAN
|
|
Name: Christine A. Shreve
|
|
|
|
Title: Manager
|
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|
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Bridge Equities X LLC
|
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By: SunBridge Manager, LLC, its Managing Member
|
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By:
|
/s/ Christine A. Shreve
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|
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Name: Christine A. Shreve
|
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|
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Title: Manager
|
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Bridge Equities XI LLC
|
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By: SunBridge Manager, LLC, its Managing Member
|
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|
|
|
|
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By:
|
/s/ Christine A. Shreve
|
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Name: Christine A. Shreve
|
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|
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Title: Manager
|
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CUSIP No .
|
40108P101
|
|
Page 22 of 22
|
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SunBridge Manager, LLC
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By: SunBridge Holdings, LLC, its Managing Member
|
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|
|
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By:
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/s/ Christine A. Shreve
|
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Name: Christine A. Shreve
|
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|
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Title: President
|
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SunBridge Holdings, LLC
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By: Realty Investment Company, Inc., its Manager
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By:
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/s/ Christine A. Shreve
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Name: Christine A. Shreve
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Title: President
|
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realty investment company, inc.
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By:
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/s/ Christine A. Shreve
|
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Name: Christine A. Shreve
|
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Title: President
|
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