Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Under the Securities Exchange Act of 1934)
(Amendment No. 9)*
Dime Community Bancshares, Inc.
|
(Name of Issuer)
Common Stock
|
(Title of Class of Securities)
25432X102
|
(CUSIP Number)
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
Attn: Matthew Lindenbaum
Telephone: (212) 521-9500
With a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attn: Michael E. Brandt, Esq.
Telephone: (212) 728-8000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 11, 2022
|
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g),
check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.
*
|
|
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 disclosures
provided in a prior cover page.
|
The information required on 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 ("Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Capital Management, L.L.C.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
2,809,653
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
2,809,653
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,809,653
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
7.16%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IA
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Partners, L.L.C.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
658,869
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
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Shared Dispositive Power
658,869
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
658,869
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.68%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 108035106
|
|
1.
|
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Name of Reporting Person
Basswood Opportunity Partners, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
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SEC Use Only
|
||||
4.
|
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Source of Funds (See Instructions)
WC
|
||||
5.
|
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
438,361
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
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Shared Dispositive Power
438,361
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
438,361
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.12%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Opportunity Fund, Inc.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
6,394
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
6,394
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,394
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.02%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
150,963
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
150,963
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
150,963
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.38%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Financial Long Only Fund, LP
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
|
|
Shared Voting Power
69,545
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
69,545
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
69,545
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.18%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Basswood Co-Investment Fund (SPC), Ltd., For and on Behalf of Segregated Portfolio C-1
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
18,660
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
18,660
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,660
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.05%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Matthew Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
167,970.82
|
||
|
8.
|
|
Shared Voting Power
2,809,653.00
|
|||
|
9.
|
|
Sole Dispositive Power
167,970.82
|
|||
|
10.
|
|
Shared Dispositive Power
2,809,653.00
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,977,623.82
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
7.59%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Bennett Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ⌧
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
138,282
|
||
|
8.
|
|
Shared Voting Power
2,809,653
|
|||
|
9.
|
|
Sole Dispositive Power
138,282
|
|||
|
10.
|
|
Shared Dispositive Power
2,809,653
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,947,935
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
7.51%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) is being filed with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Dime Community Bancshares, Inc. (formerly Bridge
Bancorp, Inc.) to amend the Schedule 13D filed on June 29, 2015, as amended by Amendment No. 1 to Schedule 13D filed on June 28, 2016, Amendment No. 2 to Schedule 13D filed on November 25, 2016, Amendment No. 3 to Schedule 13D filed on July 24, 2017,
Amendment No. 4 to Schedule 13D filed on November 16, 2017, Amendment No. 5 to Schedule 13D filed on December 18, 2017, Amendment No. 6 to Schedule 13D filed on September 10, 2018, Amendment No. 7 to Schedule 13D filed on December 20, 2019 and
Amendment No.8 to Schedule 13D filed on February 5, 2021 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No .7 and Amendment No.8, the “Schedule 13D”).
Item 5. Interest in Securities of the Issuer
Items 5(a) – 5(c) of the Schedule 13D are amended to reflect the following:
(a) and (b). As of the date of this Amendment No. 9, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover
pages of this Schedule 13D.The total number of shares each of the Reporting Persons beneficially owns represents such percentages of the Common Stock outstanding as set forth on the cover pages to this Schedule 13D based upon the approximately 39.2
million shares of Common Stock outstanding as of April 30, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2022.
(c) Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons during the past 60 days.All such transactions were effected in
the open market, and per share prices include any commissions paid in connection with such transactions.
(e) The following Reporting Persons ceased to beneficially own more than five percent of shares of Common Stock as of February 5, 2021, the date of the filing of Amendment
No. 8 to the Schedule 13D: Basswood Enhanced Long Short GP, LLC, Basswood Enhanced Long Short Fund, LP and Basswood Financial Fund, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify t
hat the information set forth in this statement is true, complete and correct.
Dated: May 20, 2022
|
||
Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Partners, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Opportunity Partners, LP
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Opportunity Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Long Only Fund, LP
By: Basswood Capital Management, L.L.C. |
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Co-Investment Fund (SPC), Ltd.,
For and on Behalf of Segregated Portfolio C-1
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Matthew Lindenbaum
|
|
Name: Matthew Lindenbaum
|
||
Title: Managing Member
|
||
/s/ Matthew Lindenbaum
|
||
Matthew Lindenbaum
|
||
/s/ Bennett Lindenbaum
|
||
Bennett Lindenbaum
|
||
SCHEDULE I
Fund
|
Trade Date
|
Shares Purchased
(Sold)
|
Price
|
Basswood Financial Fund, LP
|
05/11/22
|
(3,807)
|
$31.07
|
Basswood Financial Long Only Fund LP
|
05/11/22
|
(1,703)
|
$31.07
|
Basswood Managed Account
|
05/11/22
|
(7,841)
|
$31.07
|
Basswood Managed Account
|
05/11/22
|
(2,667)
|
$31.07
|
Basswood Managed Account
|
05/11/22
|
(6,366)
|
$31.07
|
Basswood Managed Account
|
05/11/22
|
(526)
|
$31.07
|
Basswood Managed
Account
|
05/11/22
|
(10,601)
|
$31.07
|
Basswood Managed Account
|
05/11/22
|
(8,840)
|
$31.07
|
Basswood Managed Account
|
05/11/22
|
(933)
|
$31.07
|
Basswood Managed Account
|
05/11/22
|
(4,636)
|
$31.07
|
Basswood Financial Fund, LP
|
05/12/22
|
(3,062)
|
$30.28
|
Basswood Financial Long Only Fund LP
|
05/12/22
|
(1,369)
|
$30.28
|
Basswood Opportunity Partners, LP
|
05/12/22
|
(7,680)
|
$30.28
|
Basswood Managed Account
|
05/12/22
|
(6,304)
|
$30.28
|
Basswood Managed Account
|
05/12/22
|
(2,145)
|
$30.28
|
Basswood Managed Account
|
05/12/22
|
(5,118)
|
$30.28
|
Basswood Managed Account
|
05/12/22
|
(424)
|
$30.28
|
Basswood Managed Account
|
05/12/22
|
(8,523)
|
$30.28
|
Basswood Managed Account
|
05/12/22
|
(7,108)
|
$30.28
|
Basswood Managed Account
|
05/12/22
|
(750)
|
$30.28
|
Basswood Managed Account
|
05/12/22
|
(3,727)
|
$30.28
|
Basswood Financial Fund, LP
|
05/16/22
|
(1,340)
|
$29.40
|
Basswood Financial Long Only Fund LP
|
05/16/22
|
(894)
|
$29.40
|
Basswood Opportunity Partners, LP
|
05/16/22
|
(526)
|
$29.40
|
Basswood Managed Account
|
05/16/22
|
(2,192)
|
$29.40
|
Basswood Managed Account
|
05/16/22
|
(4,327)
|
$29.40
|
Basswood Managed Account
|
05/16/22
|
(242)
|
$29.40
|
Basswood Managed Account
|
05/16/22
|
(5,674)
|
$29.40
|
Basswood Managed Account
|
05/16/22
|
(3,864)
|
$29.40
|
Basswood Managed Account
|
05/16/22
|
(376)
|
$29.40
|
Basswood Managed Account
|
05/16/22
|
(4,311)
|
$29.40
|
Basswood Financial Fund, LP
|
05/17/22
|
(7,808)
|
$30.07
|
Basswood Financial Long Only Fund LP
|
05/17/22
|
(5,211)
|
$30.07
|
Basswood Opportunity Partners, LP
|
05/17/22
|
(3,063)
|
$30.07
|
Basswood Managed Account
|
05/17/22
|
(12,769)
|
$30.07
|
Basswood Managed Account
|
05/17/22
|
(25,210)
|
$30.07
|
Basswood Managed Account
|
05/17/22
|
(1,409)
|
$30.07
|
Basswood Managed Account
|
05/17/22
|
(33,058)
|
$30.07
|
Basswood Managed Account
|
05/17/22
|
(22,517)
|
$30.07
|
Basswood Managed Account
|
05/17/22
|
(2,188)
|
$30.07
|
Basswood Managed Account
|
05/17/22
|
(25,121)
|
$30.07
|
Basswood Financial Fund, LP
|
05/18/22
|
(1,411)
|
$29.25
|
Basswood Financial Long Only Fund LP
|
05/18/22
|
(970)
|
$29.25
|
Basswood Opportunity Partners, LP
|
05/18/22
|
(554)
|
$29.25
|
Basswood Managed Account
|
05/18/22
|
(2,307)
|
$29.25
|
Basswood Managed Account
|
05/18/22
|
(4,555)
|
$29.25
|
Basswood Managed Account
|
05/18/22
|
(255)
|
$29.25
|
Basswood Managed Account
|
05/18/22
|
(5,973)
|
$29.25
|
Basswood Managed Account
|
05/18/22
|
(4,069)
|
$29.25
|
Basswood Managed Account
|
05/18/22
|
(395)
|
$29.25
|
Basswood Managed Account
|
05/18/22
|
(4,539)
|
$29.25
|