Amended Statement of Changes in Beneficial Ownership (4/a)
2022年2月5日 - 4:56AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Friedman Martin S. |
2. Issuer Name and Ticker or Trading Symbol
Randolph Bancorp, Inc.
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RNDB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FJ CAPITAL MANAGEMENT LLC, 7901 JONES BRANCH DR. SUITE 210 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/25/2022 |
(Street)
MCLEAN, VA 22102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
7/28/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock | | | | | | | | 542326 | I | See Footnote (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On January 25, 2022, Randolph Bancorp, Inc (RNDB) filed their earnings release. As a consequence, FJ Capital recently learned on February 2, 2022 that outstanding shares of the common stock of the issuer (the "Shares") increased as a result of the exercise by certain insiders (e.g., officers/directors of RNDB) of options in 4Q 2021, which resulted in FJ Capital beneficial ownership decreasing to 10.61%. |
(2) | Martin S Friedman (the "Reporting Person") is the managing member of FJ Capital Management LLC ("FJ Capital"), which is the managing member of and investment adviser to Financial Opportunity Fund LLC ("FOF"), Financial Hybrid Opportunity Fund LLC ("FHOF"), and Financial Hybrid Opportunity SPV 1 LLC ("HSPV"), (FOF, FHOF and HSPV, collectively, the "Funds") and investment adviser to a separately managed account ("SMA"), each of which beneficially owns. FOF holds 223,712 Shares, (ii) FHOF holds 136,909 Shares, (iii) HSPV holds 171,604 Shares, and (iv) the SMA holds 10,101 Shares. There were no purchase and sale or sale and purchase of any Shares by the Reporting Person or the Funds. |
(3) | The Reporting Person, in his capacity as Managing Member of FJ Capital, has voting and dispositive power over the Shares held by the Funds and the SMA. Mr. Friedman disclaims beneficial ownership of the Shares reported herein, and this report shall not be deemed an admission of beneficial ownership of such Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Friedman Martin S. C/O FJ CAPITAL MANAGEMENT LLC 7901 JONES BRANCH DR. SUITE 210 MCLEAN, VA 22102 |
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Signatures
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Martin S. Friedman | | 2/3/2022 |
**Signature of Reporting Person | Date |
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