UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1) *

 

HopFed Bancorp (HFBC)
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
439734104
(CUSIP Number)
 
12/31/2018
(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)
     
  ☑ 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 the 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.   439734104   Page 2 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

FJ Capital Management LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 581,687 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH: 		8 SHARED DISPOSITIVE POWER 581,687 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

581,687 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.75%

 

12

 

TYPE OF REPORTING PERSON

 

IA
         

 

(1) Consists of 185,305 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 151,560 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 223,899 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 20,923 shares common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

 

 

 

 

CUSIP No.   439734104   Page 3 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Opportunity Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 185,305 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH: 		8 SHARED DISPOSITIVE POWER 185,305 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

185,305 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.79%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 185,305 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.

 

 

 

CUSIP No.   439734104   Page 4 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Hybrid Opportunity Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 151,560 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH: 		8 SHARED DISPOSITIVE POWER 151,560 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

151,560 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.28%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 151,560 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC.

 

 

 

CUSIP No.   439734104   Page 5 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Hybrid Opportunity SPV I LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 223,899 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH: 		8 SHARED DISPOSITIVE POWER 223,899 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

223,899 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.37%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 223,899 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPV I LLC.

 

 

 

CUSIP No.   439734104   Page 6 of 11

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Martin Friedman

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States
NUMBER OF
SHARES 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 581,687 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH: 		8 SHARED DISPOSITIVE POWER 581,687 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

581,687 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.75%

 

12

 

TYPE OF REPORTING PERSON

 

IN
         

 

(1) Consists of 185,305 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 151,560 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC, 223,899 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 20,923 shares common stock of the Issuer held by a managed account that FJ Capital Management manages. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

 

 

 

CUSIP No.   439734104   Page 7 of 11

 

Item 1(a).   Name of Issuer:
     
    HopFed Bancorp (HFBC)
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    4155 Lafayette Road
    Hopkinsville, KY 42240
     
Item 2(a).   Name of Person Filing:
     
   

This Schedule 13G is being filed on behalf of the following Reporting Persons:

Financial Opportunity Fund LLC

Financial Hybrid Opportunity Fund LLC

Financial Hybrid Opportunity SPV I LLC

FJ Capital Management LLC

Martin Friedman

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
   

FJ Capital Management, LLC

1313 Dolley Madison Blvd, Ste 306

McLean, VA 22101

 

Financial Opportunity Fund LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Financial Hybrid Opportunity Fund LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Financial Hybrid Opportunity SPV I LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Martin Friedman

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

     
Item 2(c).   Citizenship:
     
   

Financial Opportunity Fund LLC, Financial Hybrid Opportunity Fund LLC, Financial Hybrid Opportunity SPV I LLC, and FJ Capital Management LLC – Delaware limited liability companies

Martin Friedman – United States citizen

     
Item 2(d).   Title of Class of Securities:
     
    Common Stock

 

 

 

CUSIP No.   439734104   Page 8 of 11

 

     
Item 2(e).   CUSIP Number:
     
    439734104
     
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).
       
  (b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f) ☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

  (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) ☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

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.

 

  (a) Amount beneficially owned:
     
   

FJ Capital Management LLC – 581,687 shares

Financial Opportunity Fund LLC – 185,305 shares

Financial Hybrid Opportunity Fund LLC – 151,560 shares

Financial Hybrid Opportunity SPV I LLC – 223,899 shares

Martin Friedman – 581,687 shares

     
  (b) Percent of class:

 

 

 

CUSIP No.   439734104   Page 9 of 11

 

     
   

FJ Capital Management LLC – 8.75%

Financial Opportunity Fund LLC – 2.79%

Financial Hybrid Opportunity Fund LLC – 2.28%

Financial Hybrid Opportunity SPV I LLC – 3.37%

Martin Friedman – 8.75%

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      All Reporting Persons - 0
       
    (ii) Shared power to vote or to direct the vote
       
     

FJ Capital Management LLC – 581,687 shares

Financial Opportunity Fund LLC – 185,305 shares

Financial Hybrid Opportunity Fund LLC – 151,560 shares

Financial Hybrid Opportunity SPV I LLC – 223,899 shares

Martin Friedman – 581,687 shares

       
    (iii) Sole power to dispose or to direct the disposition of
       
      All Reporting Persons - 0
       
    (iv) Shared power to dispose or to direct the disposition of
       
     

FJ Capital Management LLC – 581,687 shares

Financial Opportunity Fund LLC – 185,305 shares

Financial Hybrid Opportunity Fund LLC – 151,560 shares

Financial Hybrid Opportunity SPV I LLC – 223,899 shares

Martin Friedman – 581,687 shares

 

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 ☐
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  N/A.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  N/A
   
   

 

 

 

CUSIP No.   439734104   Page 10 of 11

 

Item 8. Identification and Classification of Members of the Group.
   
  Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.  
   
Item 9. Notice of Dissolution of Group.
   
  N/A
   
Item 10. Certification.
   
         

 

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 such purpose or effect.

 

 

 

 

CUSIP No.   439734104   Page 11 of 11

 

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.

 

 

 

     
Date: 2/14/2019  

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

 

 

By:     /s/ Martin Friedman          

Name: Martin Friedman

Title: Managing Member

 

Financial Hybrid Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

 

 

By:     /s/ Martin Friedman          

Name: Martin Friedman

Title: Managing Member

 

Financial Hybrid Opportunity SPV I LLC

By: FJ Capital Management LLC, its Managing Member

 

 

 

By:     /s/ Martin Friedman          

Name: Martin Friedman

Title: Managing Member

 

FJ Capital Management LLC

 

 

By:     /s/ Martin Friedman          

Name: Martin Friedman

Title: Managing Member

 

 

 

 

/s/ Martin Friedman          

MARTIN FRIEDMAN

 

 

 

 

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