UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No.___)*
Entegra
Financial Corp.
(Name of Issuer)
Common Stock,
no par value
(Title of Class
of Securities)
(CUSIP Number)
December
31, 2019
Date of Event
Which Requires Filing of this Statement
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d1(b)
o Rule 13d1(c)
o Rule 13d1(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).
|
1
|
NAME OF REPORTING
PERSON
Gardner Lewis
Asset Management, L.P.
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP *
[_]
[_]
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
285 Wilmington
– West Chester Pike, Chadds Ford, PA 19317
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
0
|
|
6
|
SHARED VOTING
POWER
618,482
|
|
7
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
SHARED DISPOSITIVE
POWER
618,482
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,482
|
|
10
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9
|
|
12
|
TYPE OF REPORTING
PERSON
IA
|
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSON
Gardner Lewis
Asset Management, Inc.
|
|
0
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP *
[_]
[_]
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
285 Wilmington
– West Chester Pike, Chadds Ford, PA 19317
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
0
|
|
6
|
SHARED VOTING
POWER
618,482
|
|
7
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
SHARED DISPOSITIVE
POWER
618,482
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,482
|
|
10
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9
|
|
12
|
TYPE OF REPORTING
PERSON
CO
|
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSON
Gardner Lewis
Merger Arbitrage Ex Master Fund, Ltd.
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP *
[_]
[_]
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
285 Wilmington
– West Chester Pike, Chadds Ford, PA 19317
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
0
|
|
6
|
SHARED VOTING
POWER
480,505
|
|
7
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
SHARED DISPOSITIVE
POWER
480,505
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,505
|
|
10
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9
|
|
12
|
TYPE OF REPORTING
PERSON
PN
|
|
|
|
|
|
Item 1.
Entegra Financial
Corp.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
14 One Center
Court
Franklin, NC 28734
|
|
(a)
|
Name of Person Filing
|
Gardner Lewis
Asset Management, L.P.
Gardner Lewis
Asset Management, Inc.
Gardner Lewis
Merger Arbitrage Ex Master Fund, Ltd.
|
|
(b)
|
Address of Principal Business Office
|
285 Wilmington
– West Chester Pike, Chadds Ford, PA 19317
|
|
(c)
|
Citizenship: United States of America
|
|
|
(d)
|
Title of Class of Securities: Common Stock, no par value
|
|
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(e)
|
CUSIP Number: 29363J108
|
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
[_] Broker
or Dealer registered under Section 15 of the Act.
[_] Bank as
defined in section 3(a)(6) of the Act
[_] Insurance
Company as defined in section 3(a)(19) of the Act
[_] Investment
Company registered under section 8 of the Investment Company Act
[X] Investment
Advisor registered under section 203 of the Investment Advisers Act of 1940
[_] Employee
Benefit Plan or Endowment Fund in accordance with 240.13d-1(b)(1)(ii)(F)
[X] A parent holding company
or control person in accordance with 240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
[_] A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
[_] 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)
[_] Group, in accordance
with 240.13d-1(b)(1)(ii)(H)
Item 4.
Ownership
Gardner Lewis
Asset Management, L.P. (“GLAM”)
Gardner Lewis Asset Management, Inc. (“GLAM
GP”)
Gardner Lewis
Merger Arbitrage Ex Master Fund, Ltd. (“Fund”)
The Fund is a private investment fund. GLAM
is the investment manager of the Fund, and GLAM GP is the general partner of GLAM. W. Whitfield Gardner is the sole shareholder
of GLAM GP.
GLAM advises private funds and client accounts. GLAM
GP is the general partner of GLAM. W. Whitfield Gardner is the sole shareholder of GLAM GP.
In its capacity as advisor to private funds
and accounts, GLAM has voting authority and dispositive discretion over the securities of the Issuer described in this Schedule
13G that are owned by the private funds and client accounts
advised by GLAM. The pecuniary interest
of all securities reported in this Schedule 13G is owned by the private funds and client accounts advised by GLAM. Except
for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, GLAM,
GLAM GP and Mr. Gardner each disclaims beneficial ownership of all securities reported in this Schedule 13G.
(a) Amount
beneficially owned:
618,482 shares
of Common Stock by GLAM and GLAM GP
480,505 shares
of Common Stock by the Fund
(b) Percent
of class:
Approximately 8.9% for GLAM
and GLAM GP and 6.9% for Fund as of the date of filing this statement. Based on 6,925,283 shares of Common Stock issued and outstanding
as of September 30, 2019 as reported on the Issuer’s Form 10-Q filed on November 8, 2019.
|
|
(c)
|
Number of shares as to which such person has:
|
(i) sole
power to vote or to direct the vote: 0
(ii) shared
power to vote or to direct the vote: See Item 4(a) above.
(iii) sole
power to dispose or to direct the disposition of: 0
(iv) shared
power to dispose or to direct the disposition of : See Item 4(a) above.
Item 5.
Ownership of Five Percent or Less of a Class.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
The Fund has
granted to GLAM, as investment manager, the sole power to manage the Fund’s investments.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Item 8.
Identification and Classification of Members of the Group
Item 9.
Notice of Dissolution of Group
Item 10. Certifications
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any transaction have such purposes or effect.
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: February 14, 2020 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: February 14, 2020 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Ex
Master Fund, Ltd..
Dated: February 14, 2020 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Director
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule
13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other
Reporting Persons (as such term is used in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the Common Stock, par value $0.00 per share, of Entegra Financial Corp. and
that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute the Agreement
this 14th day of February, 2020.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: February 14, 2020 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: February 14, 2020 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Ex Master Fund, Ltd.
Dated: February 14, 2020 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Director
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