HWBK Hawthorn Bancshares Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Mr. John W. Palmer

PL Capital Advisors, LLC

750 Eleventh Street South

Suite 202

Naples, FL 34102

(239) 777-0187

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with copies to -

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.

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Explanatory Note

This Amendment No. 1 to the Schedule 13D amends and restates the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on February 17, 2022.  As a result of the transaction reported herein, the Reporting Persons (as defined herein) no longer beneficially own more than five percent of the Common Stock (as defined herein) of Hawthorn Bancshares, Inc.  So, upon the filing of this amendment, the Reporting Persons will cease to be reporting persons with regard to the Common Stock.

The initial Schedule 13D, dated February 15, 2022, was filed with the SEC on February 17, 2022 and related to the common stock, no par value (“Common Stock”) of Hawthorn Bancshares, Inc. (the “Company”).  The address of the principal executive offices of the Company is 132 East High Street, Box 688 Jefferson City, Missouri 65102.

	(a)	This amended Schedule 13D is being filed jointly by (1) PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the Investment Advisers Act of 1940 (“PL Capital Advisors”); (2) Richard J. Lashley, a managing member of PL Capital Advisors; and (3) John W. Palmer, a managing member of PL Capital Advisors (collectively, the “Reporting Persons”).  The joint filing agreement of the Reporting Persons was previously filed as Exhibit 99.1 to the Initial Schedule 13D.
	(b)	The principal business address of the Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102.
	(c)	The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (collectively, the “Clients”).  The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors.  PL Capital Advisors has sole voting and dispositive power over the Common Stock held by the Clients, which is deemed shared with the two Managing Members of PL Capital Advisors, and the Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days.
	(d)-(e)	During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws.
	(f)	Richard Lashley and John Palmer are citizens of the United States.

In aggregate, the Reporting Persons have voting and dispositive power over 297,840 shares of Common Stock of the Company acquired at an aggregate cost of $5,730,270.  All of the shares of Common Stock are held on behalf of the Clients.  Mr. Lashley, Mr. Palmer and PL Capital Advisors do not own any Common Stock directly but are deemed to beneficially own Common Stock held on behalf of the Clients.  PL Capital Advisors disclaims beneficial ownership of such Common Stock, except to the extent of its pecuniary interest therein.

From time to time, the Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. (“Goldman Sachs”) on such firm’s usual terms and conditions.  All or part of the shares of Common Stock owned on behalf of the Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities for the benefit of the Clients.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no Clients or the other holders of Common Stock have margin or other loans outstanding secured by Common Stock.

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This is the Reporting Persons’ first amendment to its initial Schedule 13D.

The Reporting Persons owns 4.4% of the Company in the aggregate, based upon the Company’s aggregate outstanding shares as of March 29, 2023.  The Reporting Persons acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.

The Reporting Persons intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company’s management and board.  As it deems necessary, the Reporting Persons will assert its stockholder rights.

Unless otherwise noted in this Schedule 13D, no Reporting Person has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  The Reporting Persons may execute additional transactions of shares of Common Stock, and the Reporting Persons may dispose of any or all the shares of Common Stock which they hold on behalf of the Clients.  The Reporting Persons’ total holdings of the Company are now less than 5%, which eliminates the necessity for further reporting on Schedule 13D unless the Reporting Persons holdings were to increase to 5% or more.

The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 6,768,581, reported as the number of outstanding shares as of March 29, 2023, in the Company’s Quarterly Report on Form 10-K filed on March 31, 2023.

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients.

PL Capital Advisors made transactions in the Common Stock on behalf of the Clients within the past 60 days as noted below.  Messrs. Palmer and Lashley did not have any transactions in the Common Stock other than the transactions effected by PL Capital Advisors on behalf of the Clients.

(a)-(b)  See cover page.

PL Capital Advisors is the investment manager on behalf of the Clients.  Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement.  PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients’ capital.  Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership.  For serving as the general partner of these partnerships, PL Capital Advisors’ affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships.

______________

* Previously filed.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement May 5, 2023.

PL CAPITAL ADVISORS, LLC By:     /s/ John W. Palmer /s/ Richard J. Lashley John W. Palmer                Richard J. Lashley Managing Member            Managing Member

By:     /s/ John W. Palmer John W. Palmer
By:     /s/ Richard J. Lashley Richard J. Lashley