Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BASSWOOD CAPITAL MANAGEMENT, L.L.C.

(Last)

(First)

(Middle)

645 MADISON AVENUE

10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dime Community Bancshares, Inc. /NY/ [ DCOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director-by-Deputization

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share ("Common Stock")	10/01/2024		A		620⁽²⁾	A	$0	175,086	D⁽¹⁾⁽³⁾
Common Stock								1,015,221	I	See footnotes⁽¹⁾⁽⁴⁾
Common Stock								494,874	I	See footnotes⁽¹⁾⁽⁵⁾
Common Stock								7,905	I	See footnotes⁽¹⁾⁽⁶⁾
Common Stock								156,654	I	See footnotes⁽¹⁾⁽⁷⁾
Common Stock								46,962	I	See footnotes⁽¹⁾⁽⁸⁾
Common Stock								138,282	D⁽¹⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BASSWOOD CAPITAL MANAGEMENT, L.L.C.

(Last)

(First)

(Middle)

645 MADISON AVENUE

10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director-by-Deputization

1. Name and Address of Reporting Person^*

LINDENBAUM BENNETT D

(Last)

(First)

(Middle)

BASSWOOD CAPITAL MANAGEMENT, L.L.C.

645 MADISON AVE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director-by-Deputization

1. Name and Address of Reporting Person^*

LINDENBAUM MATTHEW A

(Last)

(First)

(Middle)

BASSWOOD CAPITAL MANAGEMENT, L.L.C.

645 MADISON AVE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Notes are included on Exhibit 99.1 hereto.

2. Notes are included on Exhibit 99.1 hereto.

3. Notes are included on Exhibit 99.1 hereto.

4. Notes are included on Exhibit 99.1 hereto.

5. Notes are included on Exhibit 99.1 hereto.

6. Notes are included on Exhibit 99.1 hereto.

7. Notes are included on Exhibit 99.1 hereto.

8. Notes are included on Exhibit 99.1 hereto.

9. Notes are included on Exhibit 99.1 hereto.

Remarks:

Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures

	Basswood Capital Management, L.L.C.; By: /s/ Matthew Lindenbaum, Managing Member	10/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.1

Designated Filer:	Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:	Dime Community Bancshares, Inc. [DCOM]
Date of Event Requiring Statement:	October 1, 2024

Explanation of Responses:

1.	This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum and Basswood Capital Management, L.L.C. (“BCM”) (collectively, the “Reporting Persons”). BCM is the investment manager or adviser to Basswood Opportunity Partners, LP (“BOP”), Basswood Financial Fund, LP (“BFF”), Basswood Financial Long Only Fund, LP (“BFLOF”) and Basswood Opportunity Fund, Inc. (“BOF”) (collectively, the “Funds”) and certain separate managed accounts managed by BCM (the “Managed Accounts”) and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of BCM and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts, and also directly hold shares of Common Stock. In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds or Managed Accounts are reported herein. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent of any direct or indirect pecuniary interest therein. BCM also disclaims beneficial ownership of the shares held directly by Matthew Lindenbaum and Bennett Lindenbaum. Matthew Lindenbaum and Bennett Lindenbaum each disclaim beneficial ownership of the shares held directly by the other. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise.
	Matthew Lindenbaum, a managing member of BCM, serves on the board of directors of the Issuer as a representative of the Reporting Persons. As a result, each of the Reporting Persons is a “director-by-deputization” solely for purposes of Section 16 of the Exchange Act. By reason of the provisions of Rule 16a-1 of the Exchange Act, each of the Reporting Persons may be deemed to be a beneficial owner of the shares of Common Stock issued to Matthew Lindenbaum.
2.	Represents a quarterly retainer granted in stock to Matthew Lindenbaum.
3.	Common Stock held directly by Matthew Lindenbaum, which includes 2,227 shares of Common Stock underlying restricted stock unit awards.
4.	Common Stock held directly by certain separate Managed Accounts managed by BCM.
5.	Common Stock held directly by BOP.
6.	Common Stock held directly by BOF.
7.	Common Stock held directly by BFF.
8.	Common Stock held directly by BFLOF.
9.	Common Stock held directly by Bennett Lindenbaum.

Exhibit 99.2

Designated Filer:	Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:	Dime Community Bancshares, Inc. [DCOM]
Date of Event Requiring Statement:	October 1, 2024

Joint Filer Information

Joint Filers:

1. Name:	Matthew Lindenbaum
	Address: c/o Basswood Capital Management, LLC
	645 Madison Avenue, 10^th Floor
	New York, NY 10022

2. Name:	Bennett Lindenbaum
	Address: c/o Basswood Capital Management, LLC
	645 Madison Avenue, 10^th Floor
	New York, NY 10022

3. Name:	Basswood Capital Management, L.L.C.
	Address: c/o Basswood Capital Management, LLC
	645 Madison Avenue, 10^th Floor
	New York, NY 10022

Exhibit 99.3

Designated Filer:	Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:	Dime Community Bancshares, Inc. [DCOM]
Date of Event Requiring Statement:	October 1, 2024

Joint Filers’ Signatures

	/s/ Matthew Lindenbaum
	Matthew Lindenbaum


	/s/ Bennett Lindenbaum
	Bennett Lindenbaum


	Basswood Capital Management, L.L.C.
	By:	/s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member

Exhibit 99.1

Designated Filer:	Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:	Dime Community Bancshares, Inc. [DCOM]
Date of Event Requiring Statement:	October 1, 2024

Explanation of Responses:

1.	This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum and Basswood Capital Management, L.L.C. (“BCM”) (collectively, the “Reporting Persons”). BCM is the investment manager or adviser to Basswood Opportunity Partners, LP (“BOP”), Basswood Financial Fund, LP (“BFF”), Basswood Financial Long Only Fund, LP (“BFLOF”) and Basswood Opportunity Fund, Inc. (“BOF”) (collectively, the “Funds”) and certain separate managed accounts managed by BCM (the “Managed Accounts”) and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of BCM and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts, and also directly hold shares of Common Stock. In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds or Managed Accounts are reported herein. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent of any direct or indirect pecuniary interest therein. BCM also disclaims beneficial ownership of the shares held directly by Matthew Lindenbaum and Bennett Lindenbaum. Matthew Lindenbaum and Bennett Lindenbaum each disclaim beneficial ownership of the shares held directly by the other. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise.
	Matthew Lindenbaum, a managing member of BCM, serves on the board of directors of the Issuer as a representative of the Reporting Persons. As a result, each of the Reporting Persons is a “director-by-deputization” solely for purposes of Section 16 of the Exchange Act. By reason of the provisions of Rule 16a-1 of the Exchange Act, each of the Reporting Persons may be deemed to be a beneficial owner of the shares of Common Stock issued to Matthew Lindenbaum.
2.	Represents a quarterly retainer granted in stock to Matthew Lindenbaum.
3.	Common Stock held directly by Matthew Lindenbaum, which includes 2,227 shares of Common Stock underlying restricted stock unit awards.
4.	Common Stock held directly by certain separate Managed Accounts managed by BCM.
5.	Common Stock held directly by BOP.
6.	Common Stock held directly by BOF.
7.	Common Stock held directly by BFF.
8.	Common Stock held directly by BFLOF.
9.	Common Stock held directly by Bennett Lindenbaum.