Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
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Westbury Bancorp (WBBW)
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(Name of Issuer)
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Common
Stock
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(Title of Class of Securities)
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95727P106
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(CUSIP Number)
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12/31/2017
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☑
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* 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. 95727P106 Page
2
of 7
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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Financial Opportunity Fund LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☑
(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
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Delaware
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
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283,562 (1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
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283,562 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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283,562 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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7.37%
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12
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TYPE OF REPORTING PERSON
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OO
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(1) Consists of 283,562 shares of common stock of the Issuer owned
directly by Financial Opportunity Fund LLC.
CUSIP No. 95727P106 Page
3
of 7
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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FJ Capital Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☑
(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
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Delaware
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
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332,583 (1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
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332,583 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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332,583 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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8.64%
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12
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TYPE OF REPORTING PERSON
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IA
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(1)
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Consists of 283,562 shares of common stock of
the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, and 49,021 shares
of 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.
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CUSIP No. 95727P106 Page
4
of 7
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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Martin S. Friedman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☑
(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
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United States
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
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332,583 (1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
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332,583 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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332,583 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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8.64%
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12
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TYPE OF REPORTING PERSON
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IN
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(1)
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Consists of 283,562 shares of common stock of
the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, and 49,021 shares
of 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. 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.
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CUSIP No. 95727P106 Page
5
of 7
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Item 1(a).
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Name of Issuer:
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Westbury Bancorp (WBB)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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200 South Main Street
West Bend, WI 53095
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Item 2(a).
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Name of Person Filing:
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This Schedule 13G is being filed on behalf of the following Reporting Persons:
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Financial Opportunity Fund LLC
FJ Capital Management LLC
Martin S. Friedman
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Financial Opportunity Fund LLC
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
FJ Capital Management, LLC
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
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Martin S. Friedman
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
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Item 2(c).
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Citizenship:
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Financial Opportunity Fund LLC, FJ Capital Management LLC – Delaware limited liability companies
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Martin S. Friedman – United States citizen
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Item 2(d).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
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95727P106
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Item 3.
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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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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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CUSIP No. 95727P106 Page
6
of 7
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(c)
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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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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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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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A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
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(h)
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☐
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A savings association 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 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Ownership information is provided as of:
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(a)
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Amount beneficially owned:
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Financial Opportunity Fund LLC – 283,562 shares
FJ Capital Management LLC – 332,583 shares
Martin S. Friedman – 332,583 shares
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(b)
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Percent of class:
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Financial Opportunity Fund LLC – 7.37%
FJ Capital Management LLC – 8.64%
Martin S. Friedman – 8.64%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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All Reporting Persons – 0
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(ii)
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Shared power to vote or to direct the vote
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Financial Opportunity Fund LLC – 283,562 shares
FJ Capital Management LLC – 332,583 shares
Martin S. Friedman – 332,583 shares
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(iii)
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Sole power to dispose or to direct the disposition of
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All Reporting Persons – 0
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CUSIP No. 95727P106 Page
7
of 7
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(iv)
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Shared power to dispose or to direct the disposition of
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Financial Opportunity Fund LLC – 283,562 shares
FJ Capital Management LLC – 332,583 shares
Martin S. Friedman – 332,583 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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N/A
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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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.
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Item 9.
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Notice of Dissolution of Group.
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N/A
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Item 10.
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Certification.
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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.
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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Date: 2/13/2018
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Financial Opportunity Fund LLC
By: FJ Capital Management LLC, its Managing Member
By:
/s/ Martin S. Friedman
Name: Martin S. Friedman
Title: Managing Member
FJ Capital Management LLC
By:
/s/ Martin S. Friedman
Name: Martin S. Friedman
Title: Managing Member
/s/ Martin S. Friedman
MARTIN S. FRIEDMAN
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