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.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Hawthorn Bancshares, Inc (HWBK) (Name of Issuer) |
Common Stock (Title of Class of Securities) |
420476103 (CUSIP Number) |
09/30/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 420476103 |
| 1 | Names of Reporting Persons
FJ Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
506,624.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Relating to items 6, 8, and 9 of this page: Consists of 382,364 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 17,819 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC, 52,138 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 19,749 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member, and 34,554 shares of common stock of the Issuer held by managed accounts that FJ Capital Management LLC manages; as such, the Reporting Person may be deemed to be a beneficial owner of the reported shares but as to which the Reporting Person disclaims beneficial ownership.
SCHEDULE 13G
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| CUSIP No. | 420476103 |
| 1 | Names of Reporting Persons
Financial Opportunity Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(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
| 0.00 6 | Shared Voting Power
| 382,364.00 7 | Sole Dispositive Power
| 0.00 8 | Shared Dispositive Power
| 382,364.00 |
382,364.00
5.47 %
OO
Comment for Type of Reporting Person: Relating to items 6, 8, and 9 of this page: Consists of 382,364 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.
SCHEDULE 13G
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| CUSIP No. | 420476103 |
| 1 | Names of Reporting Persons
Financial Opportunity Long/Short Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,819.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Relating to items 6, 8, and 9 of this page: Consists of 17,819 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC.
SCHEDULE 13G
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| CUSIP No. | 420476103 |
| 1 | Names of Reporting Persons
Financial Hybrid Opportunity Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,138.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.75 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Relating to items 6, 8, and 9 of this page: Consists of 52,138 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC.
SCHEDULE 13G
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| CUSIP No. | 420476103 |
| 1 | Names of Reporting Persons
Financial Hybrid Opportunity SPV I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,749.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Relating to items 6, 8, and 9 of this page: Consists of 19,749 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC.
SCHEDULE 13G
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| CUSIP No. | 420476103 |
| 1 | Names of Reporting Persons
Martin Friedman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
506,624.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Relating to items 6, 8, and 9 of this page: Consists of 382,364 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 17,819 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC, 52,138 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 19,749 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC, of which FJ Capital Management LLC is the managing member, and 34,554 shares of common stock of the Issuer held by managed accounts that FJ Capital Management LLC manages; as such, Mr. Friedman may be deemed to be a beneficial owner of the reported shares but as to which Mr. Friedman disclaims beneficial ownership.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Hawthorn Bancshares, Inc (HWBK) | |
| (b) | Address of issuer's principal executive offices:
132 East High Street, Box 688, Jefferson City, MO 65102 | |
| Item 2. | ||
| (a) | Name of person filing:
FJ Capital Management LLCFinancial Opportunity Fund LLCFinancial Opportunity Long/Short Fund LLCFinancial Hybrid Opportunity Fund LLCFinancial Hybrid Opportunity SPV I LLCMartin Friedman | |
| (b) | Address or principal business office or, if none, residence:
FJ Capital Management, LLC7901 Jones Branch Drive, Suite 210McLean, VA 22102Financial Opportunity Fund LLC7901 Jones Branch Drive, Suite 210McLean, VA 22102Financial Opportunity Long/Short Fund LLC7901 Jones Branch Drive, Suite 210McLean, VA 22102Financial Hybrid Opportunity Fund LLC7901 Jones Branch Drive, Suite 210McLean, VA 22102Financial Hybrid Opportunity SPV I LLC7901 Jones Branch Drive, Suite 210McLean, VA 22102Martin Friedman7901 Jones Branch Drive, Suite 210McLean, VA 22102 | |
| (c) | Citizenship:
Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC, Financial Hybrid Opportunity Fund LLC, Financial Hybrid Opportunity SPV I LLC, and FJ Capital Management LLC - Delaware limited liability companiesMartin Friedman - United States citizen | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
420476103 | |
| Item 3. | 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
FJ Capital Management LLC - 506,624 sharesFinancial Opportunity Fund LLC - 382,364 sharesFinancial Opportunity Long/Short Fund LLC - 17,819 sharesFinancial Hybrid Opportunity Fund LLC - 52,138 sharesFinancial Hybrid Opportunity SPV I LLC - 19,749 sharesMartin Friedman - 506,624 shares | |
| (b) | Percent of class:
FJ Capital Management LLC - 7.25%Financial Opportunity Fund LLC - 5.47%Financial Opportunity Long/Short Fund LLC - 0.26%Financial Hybrid Opportunity Fund LLC - 0.75%Financial Hybrid Opportunity SPV I LLC - 0.28%Martin Friedman - 7.25% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
FJ Capital Management LLC - 506,624 sharesFinancial Opportunity Fund LLC - 382,364 sharesFinancial Opportunity Long/Short Fund LLC - 17,819 sharesFinancial Hybrid Opportunity Fund LLC - 52,138 sharesFinancial Hybrid Opportunity SPV I LLC - 19,749 sharesMartin Friedman - 506,624 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
FJ Capital Management LLC - 506,624 sharesFinancial Opportunity Fund LLC - 382,364 sharesFinancial Opportunity Long/Short Fund LLC - 17,819 sharesFinancial Hybrid Opportunity Fund LLC - 52,138 sharesFinancial Hybrid Opportunity SPV I LLC - 19,749 sharesMartin Friedman - 506,624 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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 that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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