UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

SP Bancorp, Inc
 (Name of Issuer)
 
Common Stock
(Title of Class of Securities)

 

 

78468K106
(CUSIP Number)
 
8/8/2014
(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 .  78468K106   Page 2 of 5

 

 

1

 

NAME OF REPORTING PERSONS

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

 

FJ Capital Long/Short Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(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 0 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER 0 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESCERTAIN SHARES

 

[    ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 0 shares of common stock.

 

 

 
 

 


CUSIP No .  		78468K106   Page 2 of 5

 

 

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) [x]

(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 0 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER 0 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESCERTAIN SHARES

 

[    ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Comprised of 0 shares of common stock held by FJ Capital Long/Short Equity Fund LLC, of which FJ Capital Management LLC is the managing member.

 
 

 

CUSIP No .  78468K106   Page 3 of 5

 

Item 1(a).   Name of Issuer:
     
    SP Bancorp, Inc
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    5224 W. Plano Parkway, Plano, Texas 75093
     
     
Item 2(a).   Name of Person Filing:
   

 

FJ Capital Long Short Equity Fund LLC

FJ Capital Management, LLC

 

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

 

FJ Capital Long Short Equity Fund LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

FJ Capital Management, LLC

1313 Dolley Madison Blvd., Ste 306

    McLean, VA 22101
     
     
Item 2(c).   Citizenship:
    Delaware
     
     
Item 2(d).   Title of Class of Securities:
    Common Stock
     
     
Item 2(e).  

CUSIP Number:

78468K106

     
     
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);

 

 
 

 

CUSIP No .  78468K106   Page 4 of 5

 

  (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.
   
  Ownership information is provided as of:

 

  (a) Amount beneficially owned:
   

 

FJ Capital Long Short Equity Fund LLC – 0 shares

FJ Capital Management, LLC - 0 shares

 

     
  (b) Percent of class:
   

 

FJ Capital Long Short Equity Fund LLC – 0%

FJ Capital Management LLC - 0%

 

     
  (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 Long Short Equity Fund LLC – 0 shares

FJ Capital Management LLC - 0 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 Long Short Equity Fund LLC – 0 shares

FJ Capital Management LLC - 0 shares

 

 

 
 

 

CUSIP No .  78468K106   Page 5 of 5

 

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 [_].

 

N/A

   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 

 

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

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.
 

 

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

  N/A
   
Item 8. Identification and Classification of Members of the Group.
 

 

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

  N/A
   
Item 9. Notice of Dissolution of Group.
 

 

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

  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 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.

 

 

FJ Capital Long/Short Equity 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

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C, 1001)

 

 

 

 

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