Amended Statement of Ownership (sc 13g/a)
February 10 2023 - 4:35PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 2)
| HMN Financial, INC. |
(Name
of Issuer)
Common
Stock |
(Title
of Class of Securities)
40424G108 |
(CUSIP
Number)
December
31, 2022 |
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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 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).
(Continued
on following pages)
| CUSIP
NO. 40424G108 |
13G |
Page
2 of 9 Pages |
| 1 |
NAMES
OF REPORTING PERSONS
M3
FUNDS, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ] |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
STATE
OF DELAWARE, UNITED STATES OF AMERICA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
N/A
|
| 6 |
SHARED
VOTING POWER
343,231 shares of Common Stock |
| 7 |
SOLE
DISPOSITIVE POWER
N/A
|
| 8 |
SHARED
DISPOSITIVE POWER
343,231 shares of Common Stock |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,231 shares of Common Stock |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
[ ]
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.66% of the outstanding shares of Common Stock |
| 12 |
TYPE
OF REPORTING PERSON
OO
(Limited Liability Company)
|
| |
|
|
|
| CUSIP
NO. 40424G108 |
13G |
Page
3 of 9 Pages |
| 1 |
NAMES
OF REPORTING PERSONS
M3
PARTNERS, LP
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ] |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
STATE
OF DELAWARE, UNITED STATES OF AMERICA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
N/A
|
| 6 |
SHARED
VOTING POWER
343,231 shares of Common Stock |
| 7 |
SOLE
DISPOSITIVE POWER
N/A
|
| 8 |
SHARED
DISPOSITIVE POWER
343,231 shares of Common Stock |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,231 shares of Common Stock |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
[ ]
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.66% of the outstanding shares of Common Stock |
| 12 |
TYPE
OF REPORTING PERSON
PN
(Limited Partnership) |
| |
|
|
|
| CUSIP
NO. 40424G108 |
13G |
Page
4 of 9 Pages |
| 1 |
NAMES
OF REPORTING PERSONS
M3F,
INC. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ] |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
STATE
OF UTAH, UNITED STATES OF AMERICA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
N/A
|
| 6 |
SHARED
VOTING POWER
343,231 shares of Common Stock |
| 7 |
SOLE
DISPOSITIVE POWER
N/A
|
| 8 |
SHARED
DISPOSITIVE POWER
343,231 shares of Common Stock |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,231 shares of Common Stock |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
[ ]
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.66% of the outstanding shares of Common Stock |
| 12 |
TYPE
OF REPORTING PERSON
CO,
IA
|
| |
|
|
|
| CUSIP
NO. 40424G108 |
13G |
Page
5 of 9 Pages |
| 1 |
NAMES
OF REPORTING PERSONS
Jason
A. Stock
|
| 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 OF AMERICA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
N/A |
| 6 |
SHARED
VOTING POWER
343,231 shares of Common Stock |
| 7 |
SOLE
DISPOSITIVE POWER
N/A |
| 8 |
SHARED
DISPOSITIVE POWER
343,231 shares of Common Stock |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,231 shares of Common Stock |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
[ ]
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.66% of the outstanding Common Stock |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
| CUSIP
NO. 40424G108 |
13G |
Page
6 of 9 Pages |
| 1 |
NAMES
OF REPORTING PERSONS
William
C. Waller
|
| 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 OF AMERICA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
N/A |
| 6 |
SHARED
VOTING POWER
343,231 shares of Common Stock |
| 7 |
SOLE
DISPOSITIVE POWER
N/A |
| 8 |
SHARED
DISPOSITIVE POWER
343,231 shares of Common Stock |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,231 shares of Common Stock |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
[ ]
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.66% of the outstanding Common Stock |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
| Item
1. | (a) | Name
of Issuer: |
HMN Financial, Inc. (the “Issuer”)
| (b) | Address
of Issuer’s Principal Executive Offices: |
1016 Civic Center Drive N.W.
Rochester, MN 55901
| Item 2. | (a) | Name
of Persons Filing: |
M3
Funds, LLC
M3
Partners, LP
M3F,
Inc.
Jason
A. Stock
William
C. Waller
| (b) | Address
of Principal Business Office or, if None, Residence: |
For
all persons filing:
2070
E 2100 S, Suite 250
Salt
Lake City, UT 84109
M3
Funds, LLC is a Delaware limited liability company
M3
Partners, LP is a Delaware limited partnership
M3F,
Inc. is a Utah corporation
Mr.
Stock and Mr. Waller are United States citizens
| (d) | Title
of Class 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: |
Not
applicable. Filed pursuant to Rule 13d-1(c).
| |
M3
Funds, LLC |
M3
Partners, LP |
M3F,
Inc. |
Jason
A. Stock |
William
C. Waller |
| (a) Amount
Beneficially Owned: |
343,231 |
343,231 |
343,231 |
343,231 |
343,231 |
| (b) Percent
of Class: |
7.66% |
7.66% |
7.66% |
7.66% |
7.66% |
| (c) Number of Shares to Which
Reporting Person Has: |
|
|
|
| (i) Sole
Voting Power: |
N/A |
N/A |
N/A |
N/A |
N/A |
| (ii) Shared
Voting Power: |
343,231 |
343,231 |
343,231 |
343,231 |
343,231 |
| (iii) Sole
Dispositive Power: |
N/A |
N/A |
N/A |
N/A |
N/A |
| (iv) Shared
Dispositive Power: |
343,231 |
343,231 |
343,231 |
343,231 |
343,231 |
The
reported shares are the Issuer’s common stock.
All
of the reported shares are owned directly by M3 Partners, L.P. (“M3 Partners”), whose general partner is M3 Funds,
LLC (the “General Partner”) and whose investment adviser is M3F, Inc. (the “Investment Adviser”). The
General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could
be deemed to share such beneficial ownership with M3 Partners.
Jason
A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and
could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.
| 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 That Acquired the Security Being Reported on by
the Parent Holding Company or Control Person. |
Not
applicable.
| Item
8. | Identification
and Classification of Members of the Group. |
Not
applicable.
| Item
9. | Notice
of Dissolution of Group. |
Not
applicable.
By
signing below, each of the undersigned certifies that, to the best of his or its 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
that purpose or effect.
Signature
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies
that the information set forth in this Statement is true, complete and correct.
| |
Date: |
February
10, 2023
|
|
| |
|
|
|
| |
M3 PARTNERS, LP |
|
| |
|
|
|
| |
By: |
M3 Funds, LLC, General Partner |
|
| |
|
|
|
| |
By: |
/s/ Jason
A. Stock |
|
| |
Name: |
Jason A. Stock |
|
| |
Title: |
Manager |
|
| |
|
|
|
| |
Date: |
February 10, 2023
|
|
| |
|
|
|
| |
M3 FUNDS, LLC |
|
| |
|
|
|
| |
By: |
/s/ Jason
A. Stock |
|
| |
Name: |
Jason A. Stock |
|
| |
Title: |
Manager |
|
| |
|
|
|
| |
Date: |
February 10, 2023
|
|
| |
|
|
|
| |
M3F, INC. |
|
| |
|
|
|
| |
By: |
/s/ Jason
A. Stock |
|
| |
Name: |
Jason A. Stock |
|
| |
Title: |
Managing Director |
|
| |
|
|
|
| |
Date: |
February 10, 2023 |
|
| |
|
|
|
| |
/s/
Jason A. Stock |
|
| |
Jason A. Stock |
|
| |
|
|
|
| |
Date: |
February 10, 2023
|
|
| |
|
|
|
| |
/s/
William C. Waller |
|
| |
William C. Waller |
|
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