Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 2:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 4)*
Under
the Securities Exchange Act of 1934
HMN
Financial, Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value
(Titles
of Class of Securities)
40424G108
(CUSIP
Number)
December
31, 2021
(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 of 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 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, as amended (the “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. 40424G108
|
13G/A
|
Page
2 of 11
|
1
|
NAME OF REPORTING PERSON
Fourthstone LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
231,682
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
231,682
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,682
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.04% (1)
|
12
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
(1)
|
Based on 4,594,575 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 26, 2021, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2021. Fourthstone LLC acquired the Issuer’s shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with the effect of changing or influencing the control of the Issuer.
|
CUSIP
No. 40424G108
|
13G/A
|
Page
3 of 11
|
1
|
NAME OF REPORTING PERSON
Fourthstone Master Opportunity Fund Ltd
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
157,055
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
157,055
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,055
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.42% (2)
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
(2)
Based on 4,594,575 shares of Common Stock (as defined below) of the Issuer
(as defined below) outstanding as of October 26, 2021, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on November 2, 2021.
CUSIP
No. 40424G108
|
13G/A
|
Page
4 of 11
|
1
|
NAME OF REPORTING PERSON
Fourthstone GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
67,827
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
67,827
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,827
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.48% (3)
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
(3)
|
Based on 4,594,575 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 26, 2021, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2021. Fourthstone GP LLC is the general partner of and may be deemed to beneficially own securities owned by, Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP.
|
CUSIP
No. 40424G108
|
13G/A
|
Page
5 of 11
|
1
|
NAME OF REPORTING PERSON
Fourthstone QP Opportunity Fund LP
|
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 BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
55,926
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
55,926
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,926
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% (4)
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
(4)
Based on 4,594,575 shares of Common Stock (as defined below) of the Issuer
(as defined below) outstanding as of October 26, 2021, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on November 2, 2021
CUSIP
No. 40424G108
|
13G/A
|
Page
6 of 11
|
1
|
NAME OF REPORTING PERSON
Fourthstone Small-Cap Financials Fund LP
|
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 BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
11,901
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
11,901
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,901
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.26% (5)
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
(5)
Based on 4,594,575 shares of Common Stock (as defined below) of the Issuer
(as defined below) outstanding as of October 26, 2021, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on November 2, 2021.
CUSIP
No. 40424G108
|
13G/A
|
Page
7 of 11
|
1
|
NAME OF REPORTING PERSON
L. Phillip Stone, IV
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
231,682
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
231,682
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,682
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.04% (6)
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(6)
|
Based on 4,594,575 shares of Common Stock (as defined below) of the
Issuer (as defined below) outstanding as of October 26, 2021, based on the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on November 2, 2021.. L. Phillip Stone, IV, is the Managing Member of Fourthstone LLC and Fourthstone GP and may be deemed
to beneficially own securities owned by Fourthstone.
|
CUSIP
No. 40424G108
|
13G/A
|
Page
8 of 11
|
Item
1(a).
|
Name
of Issuer:
|
HMN
Financial, Inc. (the “Issuer”)
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
1016
Civic Center Drive N.W.
Rochester, MN 55901
Item
2(a).
|
Name
of Person Filing:
|
This Schedule 13G is being filed by Fourthstone LLC, a Missouri
Limited Liability Company and Investment Adviser (“Fourthstone”). The persons reporting information on this Schedule
13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands (“Fourthstone Master Opportunity Fund”),
a Delaware Limited Partnership (“Fourthstone QP Opportunity”), a Delaware Limited Partnership (“Fourthstone
Small-Cap Financials”), a Missouri Limited Liability Company (“Fourthstone GP,” General Partner of Fourthstone
QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV, a citizen of the United States of America, who is the
Managing Member of Fourthstone and Fourthstone GP (each, a “Reporting Person” and, together, the “Reporting
Persons”).
Fourthstone directly holds 231,682 shares of Common
Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify 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 effect.
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
The
principal business address of each of the Reporting Persons is as follows:
The
registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity
Fund LP is 13476 Clayton Road, St Louis, MO 63131.
See
response to Item 4 of each of the cover pages.
Item
2(d).
|
Titles
of Classes of Securities:
|
Common
Stock, $0.01 par value (“Common Stock”)
CUSIP
No. 40424G108
|
13G/A
|
Page
9 of 11
|
40424G108
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is
a(n):
|
|
(a)
|
☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Exchange 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)
|
☒ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☒ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
(i)
|
☐ 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)
|
☐ Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
|
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
_________________
|
|
|
|
|
|
(a)
|
Amount
Beneficially Owned:
|
|
|
|
|
|
See
responses to Item 9 on each cover page.
|
|
|
|
|
(b)
|
Percent
of Class:
|
|
|
|
See
responses to Item 11 on each cover page.
|
CUSIP
No. 40424G108
|
13G/A
|
Page
10 of 11
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
|
|
(ii)
|
Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
|
|
|
|
See
responses to Item 7 on each cover page.
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
|
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.
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
Each
of the Reporting Persons listed in this filing certify 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 effect.
CUSIP
No. 40424G108
|
13G/A
|
Page
11 of 11
|
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.
Dated:
February 14, 2022
|
|
|
|
Fourthstone
LLC
|
|
|
|
By:
|
/s/
Amy M. Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
Fourthstone
Master Opportunity Fund Ltd
|
|
|
|
By:
|
/s/
Amy M. Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
Fourthstone
QP Opportunity Fund LP
|
|
|
|
By:
|
Fourthstone
GP LLC, its General Partner
|
|
|
|
|
By:
|
/s/
Amy M. Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
Chief Executive Officer
|
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