Amended Statement of Ownership (sc 13g/a)
01 Febbraio 2022 - 09:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Regional
Management Corp.
(Name of Issuer)
Common Stock,
$0.10 par value
(Title of Class of
Securities)
75902K106
(CUSIP Number)
December 31,
2021
(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* 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 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 ("Act") 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).
CUSIP
No. 75902K106
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13G
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Page
2 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glen Capital Partners
Focus Fund, L.P. (EIN 46-2135960)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE
VOTING POWER
-
0 -
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6.
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SHARED
VOTING POWER
100
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7.
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SOLE
DISPOSITIVE POWER
-
0 -
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8.
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SHARED
DISPOSITIVE POWER
100
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12.
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TYPE OF REPORTING
PERSON (see instructions)
PN
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CUSIP
No. 75902K106
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13G
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Page
3 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glen Capital Partners
LLC (EIN 46-1943999)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
-
0 -
|
|
6.
|
|
SHARED
VOTING POWER
100
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8.
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SHARED
DISPOSITIVE POWER
100
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12.
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TYPE OF REPORTING
PERSON (see instructions)
OO
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CUSIP
No. 75902K106
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13G
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Page
4 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glen Capital Partners GP LLC (EIN 46-2147160)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
-
0 -
|
|
6.
|
|
SHARED
VOTING POWER
100
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8.
|
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SHARED
DISPOSITIVE POWER
100
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12.
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TYPE OF REPORTING
PERSON (see instructions)
OO
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CUSIP
No. 75902K106
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13G
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Page
5 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory L. Summe
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
-
0 -
|
|
6.
|
|
SHARED
VOTING POWER
100
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8.
|
|
SHARED
DISPOSITIVE POWER
100
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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10.
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12.
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TYPE OF REPORTING
PERSON (see instructions)
IN
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CUSIP
No. 75902K106
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13G
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Page
6 of 9 Pages
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Item 1.
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(a)
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Name
of Issuer
Regional
Management Corp.
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(b)
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Address of Issuer’s Principal Executive Offices
979 Batesville Road, Suite B
Greer, South Carolina 29651
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Item 2.
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(a)
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Name of Person(s) Filing
Glen Capital Partners Focus Fund, L.P.
Glen Capital Partners LLC
Glen Capital Partners GP LLC
Gregory L. Summe
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(b)
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Address of the Principal Office or, if none, residence
4851 Tamiami Trail N. Suite 200, Naples, FL 34103
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(c)
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Citizenship
Glen Capital Partners Focus Fund, L.P. is a Delaware limited partnership
Glen Capital Partners LLC is a Delaware limited liability company
Glen Capital Partners GP LLC is a Delaware limited liability company
Gregory L. Summe is a United States citizen
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(d)
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Title of Class of Securities
Common Stock, $0.10 par value
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(e)
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CUSIP Number
75902K106
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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:
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(a)
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¨
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Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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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)
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¨
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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)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ______________________
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Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
Glen Capital Partners Focus Fund, L.P.: 100
Glen Capital Partners LLC: 100
Glen Capital Partners GP LLC: 100
Gregory L. Summe: 100
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(b)
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Percent of class:
Glen Capital Partners Focus Fund, L.P.: 0.0%
Glen Capital Partners LLC: 0.0%
Glen Capital Partners GP LLC: 0.0%
Gregory L. Summe: 0.0%
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(c)
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Number of shares as to which the person
has:
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(i)
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Sole power to vote or to direct the vote:
Glen Capital Partners Focus Fund, L.P.: - 0 -
Glen Capital Partners LLC: - 0 -
Glen Capital Partners GP LLC: - 0 -
Gregory L. Summe: - 0 -
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(ii)
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Shared power to vote or to direct the vote:
Glen Capital Partners Focus Fund, L.P.: 100
Glen Capital Partners LLC: 100
Glen Capital Partners GP LLC: 100
Gregory L. Summe: 100
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(iii)
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Sole power to dispose or to direct the disposition of:
Glen Capital Partners Focus Fund, L.P.: - 0 -
Glen Capital Partners LLC: - 0 -
Glen Capital Partners GP LLC: - 0 -
Gregory L. Summe: - 0 -
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(iv)
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Shared power to dispose or to direct the disposition of:
Glen Capital Partners Focus Fund, L.P.: 100
Glen Capital Partners LLC: 100
Glen Capital Partners GP LLC: 100
Gregory L. Summe: 100
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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. x
Item 6. Ownership of More than Five 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.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
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(b)
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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.
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CUSIP
No. 75902K106
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13G
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Page
9 of 9 Pages
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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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01/31/2022
Date
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/s/ Gregory
L. Summe
Gregory L. Summe, individually, and as the
sole member of Glen Capital Partners LLC
and Glen Capital Partners GP LLC for itself
and as the general partner of Glen Capital
Partners Focus Fund, L.P.
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Exhibit A
AGREEMENT
Each of the undersigned,
pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing
the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of common
stock of Regional Management Corp., and that the amended Schedule 13G to which this Agreement is appended as Exhibit A is
to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.
EXECUTED as a sealed
instrument this 31st day of January 2022.
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/s/
Gregory L. Summe
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Gregory L. Summe, individually,
and as the sole member of Glen Capital Partners LLC and Glen Capital Partners GP LLC for itself and as the general partner of Glen
Capital Partners Focus Fund, L.P.
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