Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
14 Novembro 2024 - 5:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 10)*
| Citizens
Community Bancorp (CZWI) |
| (Name
of Issuer) |
| |
| Common
Stock |
| (Title
of Class of Securities) |
| |
| 174903104 |
| (CUSIP
Number) |
| |
| 9/30/2024 |
| (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. |
174903104 |
|
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 |
0 |
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER |
821,594
(1) |
EACH
REPORTING |
7 |
SOLE
DISPOSITIVE POWER |
0 |
PERSON
WITH: |
8 |
SHARED
DISPOSITIVE POWER |
821,594
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
821,594
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.98% |
12 |
TYPE
OF REPORTING PERSON
|
IA |
| |
|
|
|
|
(1) Consists
of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 275,217 shares of common stock
of the Issuer held by Financial Hybrid Opportunity Fund LLC, 278,690 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; as such, the Reporting Person may be deemed to be a
beneficial owner of the reported shares but as to which the Reporting Person disclaims beneficial ownership.
| CUSIP
No. |
174903104 |
|
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 |
0 |
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER |
267,687
(1) |
EACH
REPORTING |
7 |
SOLE
DISPOSITIVE POWER |
0 |
PERSON
WITH: |
8 |
SHARED
DISPOSITIVE POWER |
267,687
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
267,687
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.60% |
12 |
TYPE
OF REPORTING PERSON
|
OO |
| |
|
|
|
|
(1) Consists
of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.
| CUSIP
No. |
174903104 |
|
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 |
0 |
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER |
275,217
(1) |
EACH
REPORTING |
7 |
SOLE
DISPOSITIVE POWER |
0 |
PERSON
WITH: |
8 |
SHARED
DISPOSITIVE POWER |
275,217
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
275,217
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.67% |
12 |
TYPE
OF REPORTING PERSON
|
OO |
| |
|
|
|
|
(1) Consists
of 275,217 shares of common stock of the Issuer held by Financial Hybrid Opportunity Fund LLC.
| CUSIP
No. |
174903104 |
|
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 |
0 |
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER |
278,690
(1) |
EACH
REPORTING |
7 |
SOLE
DISPOSITIVE POWER |
0 |
PERSON
WITH: |
8 |
SHARED
DISPOSITIVE POWER |
278,690
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
278,690
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.71% |
12 |
TYPE
OF REPORTING PERSON
|
OO |
| |
|
|
|
|
| (1) Consists
of 278,690 shares of common stock of the Issuer held by Financial Hybrid Opportunity SPVI LLC. |
| CUSIP
No. |
174903104 |
|
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 |
105,955
(1) |
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER |
821,594
(2) |
EACH
REPORTING |
7 |
SOLE
DISPOSITIVE POWER |
105,955
(1) |
PERSON
WITH: |
8 |
SHARED
DISPOSITIVE POWER |
821,594
(2) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
927,549
(3) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.01% |
12 |
TYPE
OF REPORTING PERSON
|
IN |
| |
|
|
|
|
| (1) | Consists
of 105,955 shares of common stock of the Issuer held directly by Martin Friedman,
Co-Founder and Managing Member of FJ Capital Management LLC. |
| (2) | Consists
of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund
LLC, 275,217 shares of common stock of the Issuer held by Financial Hybrid Opportunity
Fund LLC, 278,690 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. Martin Friedman is
the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to
be a beneficial owner of the reported shares but as to which Mr. Friedman disclaims beneficial
ownership. |
| (3) | Consists
of 267,687 shares of common stock of the Issuer held by Financial Opportunity Fund
LLC, 275,217 shares of common stock of the Issuer held by Financial Hybrid Opportunity
Fund LLC, 278,690 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; as such, Mr. Friedman
may be deemed to be a beneficial owner of the reported shares but as to which Mr. Friedman
disclaims beneficial ownership; and 105,955 shares of common stock of the Issuer held
directly by Martin Friedman. |
| CUSIP
No. |
174903104 |
|
Page
7 of 11 |
| Item
1(a). |
|
Name
of Issuer: |
| |
|
|
| |
|
Citizens
Community Bancorp (CZWI) |
| |
|
|
| Item
1(b). |
|
Address
of Issuer’s Principal Executive Offices: |
| |
|
|
| |
|
2174
EastRidge Center
Eau
Claire, WI 54701 |
| Item
2(a). |
|
Name
of Person Filing: |
| |
|
|
| |
|
FJ
Capital Management LLC
Financial
Opportunity Fund LLC
Financial
Hybrid Opportunity Fund LLC
Financial
Hybrid Opportunity SPV I LLC
Martin
Friedman |
| |
|
|
| Item
2(b). |
|
Address
of Principal Business Office or, if None, Residence: |
| |
|
|
| |
|
FJ
Capital Management, LLC
7901
Jones Branch Drive, Suite 210
McLean,
VA 22102
Financial
Opportunity Fund LLC
7901
Jones Branch Drive, Suite 210
McLean,
VA 22102
Financial
Hybrid Opportunity Fund LLC
7901
Jones Branch Drive, Suite 210
McLean,
VA 22102
Financial
Hybrid Opportunity SPV I LLC
7901
Jones Branch Drive, Suite 210
McLean,
VA 22102
Martin
Friedman
7901
Jones Branch Drive, Suite 210
McLean,
VA 22102 |
| |
|
|
| CUSIP
No. |
174903104 |
|
Page
8 of 11 |
| |
|
|
| 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 |
| |
|
|
| Item
2(e). |
|
CUSIP
Number: |
| |
|
|
| |
|
174903104 |
| 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) |
☐ |
A bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| |
(c) |
☐ |
An insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
(d) |
☐ |
An 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)(1)(ii)(G); |
| |
(h) |
☐ |
A savings
associations 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 of 1940 (15
U.S.C. 80a-3); |
| |
(j) |
☐ |
A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:
|
| |
(k) |
☐ |
A group,
in accordance with §240.13d–1(b)(1)(ii)(K). |
| CUSIP
No. |
174903104 |
|
Page
9 of 11 |
| 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 – 821,594 shares
Financial
Opportunity Fund LLC – 267,687 shares
Financial
Hybrid Opportunity Fund LLC – 275,217 shares
Financial
Hybrid Opportunity SPV I LLC – 278,690 shares
Martin
Friedman – 927,549 shares |
| |
|
|
| |
(b) |
Percent
of class: |
| |
|
|
| |
|
FJ
Capital Management LLC – 7.98%
Financial
Opportunity Fund LLC – 2.60%
Financial
Hybrid Opportunity Fund LLC – 2.67%
Financial
Hybrid Opportunity SPV I LLC – 2.71%
Martin
Friedman – 9.01% |
| |
|
|
| |
(c) |
Number
of shares as to which such person has: |
| |
|
|
| |
|
(i) |
Sole
power to vote or to direct the vote |
| |
|
|
|
| |
|
|
Martin
Friedman – 105,955 shares |
| |
|
|
|
| |
|
(ii) |
Shared
power to vote or to direct the vote |
| |
|
|
|
| |
|
|
FJ
Capital Management LLC – 821,594 shares
Financial
Opportunity Fund LLC – 267,687 shares
Financial
Hybrid Opportunity Fund LLC – 275,217 shares
Financial
Hybrid Opportunity SPV I LLC – 278,690 shares
Martin
Friedman – 927,549 shares |
| |
|
|
|
| |
|
(iii) |
Sole
power to dispose or to direct the disposition of |
| |
|
|
|
| |
|
|
Martin
Friedman – 105,955 shares |
| |
|
|
|
| |
|
(iv) |
Shared
power to dispose or to direct the disposition of |
| |
|
|
|
| |
|
|
FJ
Capital Management LLC – 821,594 shares
Financial
Opportunity Fund LLC – 267,687 shares
Financial
Hybrid Opportunity Fund LLC – 275,217 shares
Financial
Hybrid Opportunity SPV I LLC – 278,690 shares
Martin
Friedman – 927,549 shares |
| CUSIP
No. |
174903104 |
|
Page
10 of 11 |
| 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. |
| |
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. |
| |
Not
applicable |
| |
|
| 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. |
| |
Not
applicable |
| 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. |
| |
Not
applicable |
| 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. |
| |
Not
applicable |
(c)
The following certification shall be included if the statement is filed
pursuant to § 240.13d-1(c):
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, other than activities solely in connection with a nomination under §
240.14a-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.
| |
Reporting
Person: |
FJ
Capital Management LLC |
|
| |
Signature: |
/s/
Martin Friedman |
|
| |
Title: |
Managing
Member |
|
| |
Date: |
10/14/2024 |
|
| |
Reporting
Person: |
Financial
Opportunity Fund LLC
By:
FJ Capital Management LLC, its Managing Member |
|
| |
Signature: |
/s/
Martin Friedman |
|
| |
Title: |
Managing
Member |
|
| |
Date: |
10/14/2024 |
|
| |
Reporting
Person: |
Financial
Hybrid Opportunity Fund LLC
By:
FJ Capital Management LLC, its Managing Member |
|
| |
Signature: |
/s/
Martin Friedman |
|
| |
Title: |
Managing
Member |
|
| |
Date: |
10/14/2024 |
|
| |
Reporting
Person: |
Financial
Hybrid Opportunity SPV I LLC
By:
FJ Capital Management LLC, its Managing Member |
|
| |
Signature: |
/s/
Martin Friedman |
|
| |
Title: |
Managing
Member |
|
| |
Date: |
10/14/2024 |
|
| |
Reporting
Person: |
Martin
Friedman |
|
| |
Signature: |
/s/
Martin Friedman |
|
| |
Title: |
Managing
Member |
|
| |
Date: |
10/14/2024 |
|
Citizens Community Bancorp (NASDAQ:CZWI)
Gráfico Histórico do Ativo
De Out 2024 até Nov 2024
Citizens Community Bancorp (NASDAQ:CZWI)
Gráfico Histórico do Ativo
De Nov 2023 até Nov 2024
