Amended Statement of Ownership (sc 13g/a)
February 13 2015 - 4:23PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Rule 13d-102)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
First
Security Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
336312202
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
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CUSIP No. 336312202 |
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13G/A |
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73-1597141 |
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1 |
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NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Forest Hill Capital, L.L.C., 73-1597141 |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,215,165 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
4,966,505 |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,966,505 |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 7.4% ** |
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TYPE OF REPORTING PERSON*
IA, OO |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
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CUSIP No. 336312202 |
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13G/A |
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1 |
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NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Lee |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION U.S. Citizen |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,215,165 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
4,966,505 |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,966,505 |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 7.4% ** |
12 |
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TYPE OF REPORTING PERSON*
HC, IN |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
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SCHEDULE 13G/A
This Amendment No. 1 (this Amendment) to Schedule 13G (the Schedule 13G) is being filed on behalf of Forest Hill
Capital, L.L.C., a Delaware limited liability company (Forest Hill), and Mr. Mark Lee, principal of Forest Hill.
This
Amendment relates to Common Stock, $0.01 par value (the Common Stock), of First Security Group, Inc., a Tennessee corporation (the Issuer), purchased by Forest Hill for the accounts of (i) Forest Hill Select Fund, L.P.
(Forest Hill Select), which holds 1,534,274 shares of Common Stock, of which Forest Hill is the general partner and retains voting authority, (ii) Forest Hill Strategic Value Fund, L.P. (Forest Hill Value), which holds
354,743 shares of Common Stock, of which Forest Hill is the general partner and retains voting authority, (iii) Parkin Oak, LLC (Parkin), which holds 951,634 shares of Common Stock, to which Forest Hill is the investment advisor and
retains voting authority, (iv) managed account #1, which holds 1,751,340 shares of Common Stock, to which Forest Hill acts as investment advisor, but does not retain voting authority (the Non-Voting Account), (v) managed
account #2, which holds 175,798 shares of Common Stock, to which Forest Hill acts as investment advisor and retains voting authority (Account #2), (vi) managed account #3, which holds 4,841 shares of Common Stock, to which Forest
Hill acts as investment advisor and retains voting authority (Account #3) and (vii) managed account #4, which holds 193,875 shares of Common Stock, to which Forest Hill acts as investment advisor and retains voting authority
(Account #4 and collectively with Forest Hill Select, Forest Hill Value, Parkin, Account #2 and Account #3, the Voting Accounts and together with the Non-Voting Account the Forest Hill Accounts).
Item 1(a) |
Name of Issuer. |
First Security Group, Inc.
Item 1(b) |
Address of Issuers Principal Executive Offices. |
531 Broad Street
Chattanooga, Tennessee 37402
Item 2(a) |
Name of Person Filing. |
Forest Hill Capital, L.L.C. and Mark Lee
Item 2(b) |
Address of Principal Business Office, or, if none, Residence. |
100 Morgan Keegan Dr.,
Suite 430
Little Rock, Arkansas 72202
Item 2(c) |
Citizenship or Place of Organization. |
Forest Hill is a limited liability company
organized under the laws of the State of Delaware. Mark Lee is the principal of Forest Hill and a United States citizen.
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Item 2(d) |
Title of Class of Securities. |
Common Stock, $0.01 par value (the Common
Stock)
336312202
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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¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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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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¨ 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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¨ 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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x An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
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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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(g) |
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x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
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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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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3). |
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(j) |
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¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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(a) |
Forest Hill and Mr. Lee are the beneficial owners of 4,966,505 shares of Common Stock held by the Forest Hill Accounts. |
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(b) |
Forest Hill and Mr. Lee are the beneficial owners of 7.4% of the outstanding shares of Common Stock held by the Forest Hill Accounts. This percentage is determined by dividing 4,966,505 by 66,826,254, the number of
shares of Common Stock issued and outstanding as of November 5, 2014 as reported in the Issuers Form 10-Q filed on November 5, 2014. |
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(c) |
Forest Hill has the power to vote the 3,215,165 shares of Common Stock held in the Voting Accounts and beneficially owned by Forest Hill. As the principal of Forest Hill, Mr. Lee may direct the vote of the
3,215,165 shares of Common Stock held in the Voting Accounts and beneficially owned by Forest Hill. Neither Forest Hill nor Mr. Lee has the power to vote the 1,751,340 shares of Common Stock held in the Non-Voting Account. Forest Hill has the
power to dispose of the 4,966,505 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill. As the principal of Forest Hill, Mr. Lee may direct the disposition of the 4,966,505 shares of Common Stock held in
the Forest Hill Accounts and beneficially owned by Forest Hill. |
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Item 5 |
Ownership of Five Percent or Less of a Class. |
Inapplicable.
Item 6 |
Ownership of More Than Five Percent on Behalf of Another Person. |
The Forest Hill
Accounts have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of securities.
Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
Item 8 |
Identification and Classification of Members of the Group. |
Inapplicable.
Item 9 |
Notice of Dissolution of Group. |
Inapplicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the 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 purpose or effect.
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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.
Date: February 13, 2015
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Forest Hill Capital, L.L.C. |
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By: |
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/S/ MARK LEE |
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Mark Lee, Manager |
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/S/ MARK LEE |
Mark Lee |
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