Statement of Ownership (sc 13g)
15 Janeiro 2020 - 6:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _) *
Opus Bank (OPB)
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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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684000102
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(CUSIP Number)
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01/08/2020
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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 .
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684000102
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Page 2 of 9
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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
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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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1,872,139 (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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1,872,139 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,872,139 (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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5.16%
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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 1,587,873 shares of
common stock of the Issuer held by Financial Opportunity Fund LLC and 30,481 shares of common stock of the Issuer held by Financial
Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, and 253,785 shares of common stock
of the Issuer held by managed accounts 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 .
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684000102
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Page 3 of 9
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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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1,587,873 (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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1,587,873 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,587,873 (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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4.37%
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12
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TYPE OF REPORTING PERSON
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OO
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(1)
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Consists of 1,587,873
shares of common stock of the Issuer held by Financial Opportunity
Fund, LLC.
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CUSIP No .
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684000102
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Page 4 of 9
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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 Long/Short 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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30,481 (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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30,481 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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30,481 (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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0.08%
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12
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TYPE OF REPORTING PERSON
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OO
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(1)
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Consists of 30,481 shares of common
stock of the Issuer held by Financial Opportunity Long/Short Fund, LLC.
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CUSIP No .
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684000102
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Page 5 of 9
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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 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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1,872,139 (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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1,872,139 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,872,139 (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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5.16%
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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 1,587,873 shares of
common stock of the Issuer held by Financial Opportunity Fund LLC and 30,481 shares of common stock of the Issuer held by Financial
Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, and 253,785 shares of common stock
of the Issuer held by managed accounts 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.
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CUSIP No .
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684000102
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Page 6 of 9
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Item 1(a).
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Name of Issuer:
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Opus Bank
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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19900 MacArthur Boulevard, 12th Floor
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Irvine, CA 92612
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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:
Financial Opportunity Fund LLC
Financial Opportunity Long/Short Fund LLC
FJ Capital Management LLC
Martin 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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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 Opportunity Long/Short Fund LLC
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
Martin 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, Financial Opportunity Long/Short
Fund LLC, and FJ Capital Management LLC – Delaware limited liability companies
Martin 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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684000102
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CUSIP No .
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684000102
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Page 7 of 9
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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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☐
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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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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)(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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☐
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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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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:
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FJ Capital Management LLC – 1,872,139 shares
Financial Opportunity Fund LLC – 1,587,873 shares
Financial Opportunity Long/Short Fund LLC – 30,481 shares
Martin Friedman – 1,872,139 shares
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(b)
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Percent of class:
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FJ Capital Management LLC – 5.16%
Financial Opportunity Fund LLC – 4.37%
Financial Opportunity Long/Short Fund LLC – 0.08%
Martin Friedman – 5.16%
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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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CUSIP No .
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684000102
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Page 8 of 9
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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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FJ Capital Management LLC – 1,872,139 shares
Financial Opportunity Fund LLC – 1,587,873 shares
Financial Opportunity Long/Short Fund LLC – 30,481 shares
Martin Friedman – 1,872,139 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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(iv)
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Shared power to dispose or to direct the disposition of
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FJ Capital Management LLC – 1,872,139 shares
Financial Opportunity Fund LLC – 1,587,873 shares
Financial Opportunity Long/Short Fund LLC – 30,481 shares
Martin Friedman – 1,872,139 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ☐
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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 such purpose or effect.
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CUSIP No .
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684000102
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Page 9 of 9
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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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Date: 01/14/2020
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Financial Opportunity Fund LLC
By: FJ Capital Management LLC, its Managing Member
By: /s/ Martin Friedman
Name: Martin Friedman
Title: Managing Member
Financial Opportunity Long/Short
Fund 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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