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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Parallel 2005 Equity Partners, LLC 2100 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX 75201 |
X | X | ||
Parallel 2005 Equity Fund LP 2100 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX 75201 |
X | X | ||
Parallel 2005 Equity Partners, LP 2100 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX 75201 |
X | X | ||
FLETCHER FRANK BARRON III 2100 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX 75201 |
X | X |
Parallel 2005 Equity Fund, LP By: Parallel 2005 Equity Partners, LP, its General Partner for Parallel 2005 Equity Fund, LP, /s/ F. Barron Fletcher, III Name: F. Barron Fletcher, III, Title: Authorized Person | 11/19/2013 | |
**Signature of Reporting Person | Date | |
Parallel 2005 Equity Partners, LP By: Parallel 2005 Equity Partners, LLC, its General Partner for Parallel 2005 Equity Partners, LP, /s/ F. Barron Fletcher, III, Name: F. Barron Fletcher, III, Title: Authorized Person | 11/19/2013 | |
**Signature of Reporting Person | Date | |
Parallel 2005 Equity Partners, LLC, /s/ F. Barron Fletcher, III, Name: F. Barron Fletcher, III, Title: Authorized Person | 11/19/2013 | |
**Signature of Reporting Person | Date | |
/s/ F. Barron Fletcher, III F. Barron Fletcher, III, | 11/19/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents a grant of 2,691 shares of common stock of Regional Management Corporation (the "Issuer") to each of Richard T. Dell'Aquila and Jared L. Johnson, who are designees of Parallel 2005 Equity Fund, LP serving on the Issuer's board of directors, as a component of their annual director compensation for their service on the Issuer's board of directors. Pursuant to arrangements between Parallel 2005 Equity Fund, LP and each of Mr. Johnson, and Mr. Dell'Aquila, Messrs. Johnson and Dell'Aquila are not permitted to retain equity awards granted by the Issuer to each of Messrs. Johnson and Dell'Aquila, and each of Messrs. Johnson and Dell'Aquila is required to hold such securities for the benefit of Parallel 2005 Equity Fund, LP. |
(2) | Includes 648,850 shares of common stock of the Issuer held directly by Parallel 2005 Equity Fund, LP. |
(3) | Shares of common stock of the Issuer are held by Parallel 2005 Equity Fund, LP and by each of Richard T. Dell'Aquila and Jared L. Johnson as nominee holders on behalf of Parallel 2005 Equity Fund, LP. The general partner of Parallel 2005 Equity Fund, LP is Parallel 2005 Equity Partners, LP. The general partner of Parallel 2005 Equity Partners, LP is Parallel 2005 Equity Partners, LLC. F. Barron Fletcher, III is the managing member of Parallel 2005 Equity Partners, LLC. |
Remarks: Jared L. Johnson and Richard T. Dell'Aquila serve on the board of directors of the Issuer as representatives of the Reporting Persons. Jared L. Johnson is a Managing Director of Parallel Investment Partners, LLC, which is an affiliate of Parallel 2005 Equity Partners, LLC. Richard T. Dell'Aquila is a Managing Director of Parallel Investment Partners, LLC, which is an affiliate of Parallel 2005 Equity Partners, LLC. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Persons state that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of the Reporting Persons' pecuniary interest therein. |