UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Hamilton Bancorp, Inc.(HBK)
 (Name of Issuer)
 
Common Stock
(Title of Class of Securities)

 

407015106
(CUSIP Number)
 
12/31/2015
(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. 407015106

 Page 2 of 12
 

 

 

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) [x ]

(b) [ ]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 143,764 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER 143,764 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 143,764 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESCERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.21%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

(1)Consists of 143,764 shares of common stock.

 

 

CUSIP No. 407015106

 Page 3 of 12
 

 

 

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) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States
NUMBER OF
SHARES		 5 SOLE VOTING POWER 25,700 (1)
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 143,764 (2)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER 25,700 (1)
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

143,764 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 169,464 (3)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.96%

 

12

 

TYPE OF REPORTING PERSON

 

 IN
         

 

(1)Consists of 25,700 shares of common stock held individually by Martin Friedman, the managing member of FJ Capital Management LLC.

 

(2)Consists of 143,764 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member. Martin Friedman is the managing member of FJ Capital Management LLC.

 

(3)Consists of 143,764 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management is the managing member and 25,700 shares of common stock held individually by Martin Friedman, the managing member of FJ Capital Management LLC.

 

CUSIP No. 407015106

 Page 4 of 12
 

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

Andrew Jose

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States
NUMBER OF
SHARES		 5 SOLE VOTING POWER 3,000(1)
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER  
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER 3,000(1)
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

 

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,000(1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 0.09%

 

12

 

TYPE OF REPORTING PERSON

 

 IN
         

 

(1)Consists of 3,000 shares of common stock held by Andrew Jose, of which Mr. Jose is a Managing Partner of FJ Capital Management LLC which manages the Financial Opportunity Fund.

 

 

CUSIP No. 407015106

 Page 5 of 12
 

 

 

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) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 143,764 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER 143,764 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 143,764(1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.21%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

(1)Consists of 143,764 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member. Martin Friedman is the managing member of FJ Capital Management LLC.

 

CUSIP No. 407015106

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1(a).   Name of Issuer:
     
    Hamilton Bancorp, Inc
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    501 Fairmount Avenue
Suite 200
Towson, MD 21286
 
     
Item 2(a).   Name of Person Filing:
     
   

This Schedule 13G is being filed on behalf of the following Reporting Persons:

 

Financial Opportunity Fund LLC

FJ Capital Management LLC

Andrew Jose

Martin Friedman

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
   

 

   

Financial Opportunity Fund LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

FJ Capital Management LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Andrew Jose

1313 Dolley Madison Blvd., Ste 306

   

McLean, VA 22101

 

Martin S. Friedman

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

CUSIP No. 407015106

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Item 2(c).   Citizenship:
     
   

Financial Opportunity Fund LLC, FJ Capital Management LLC – Delaware limited liability companies

Andrew F. Jose – United States citizen

    Martin S. Friedman – United States citizen
     
Item 2(d).   Title of Class of Securities:
     
    Common Stock
     
Item 2(e).   CUSIP Number:
     
    407015106
     
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) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ☐ Insurance company as defined in Section 3(a)(19) of the 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) ☐ 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)(ii)(G);
       
  (h) ☐ A savings association 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 (15 U.S.C. 80a-3);
       
  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

CUSIP No. 407015106

 Page 8 of 12
 

 

Item 4. Ownership.
   
  Ownership information is provided as of:

 

  (a) Amount beneficially owned:
     
   

Financial Opportunity Fund LLC – 143,764 shares

Andrew F. Jose – 3,000 shares

FJ Capital Management LLC – 143,764 shares

Martin S. Friedman – 169,464 shares

     
  (b) Percent of class:
     
   

Financial Opportunity Fund LLC – 4.21%

Andrew F. Jose - 0.09%

FJ Capital Management LLC – 4.21%

Martin S. Friedman – 4.96%

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
     

Andrew F. Jose – 3,000 Shares

Martin S. Friedman – 25,700 Shares

       
    (ii) Shared power to vote or to direct the vote
       
     

Financial Opportunity Fund LLC – 143,764 shares

FJ Capital Management LLC – 143,764 shares

Martin S. Friedman – 143,764 shares

       
    (iii) Sole power to dispose or to direct the disposition of
       
     

Andrew F. Jose – 3,000 Shares

Martin S. Friedman – 25,700 Shares

       
    (iv) Shared power to dispose or to direct the disposition of
       
     

Financial Opportunity Fund LLC – 143,764 shares

FJ Capital Management LLC – 143,764 shares

Martin S. Friedman – 143,764 shares

 

 

CUSIP No. 407015106

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Item 5. Ownership of Five Percent or Less of a Class.
   
  N/A
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  N/A
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  N/A
   
Item 8. Identification and Classification of Members of the Group.
   
  Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.  
   
Item 9. Notice of Dissolution of Group.
   
  N/A
   
Item 10. Certification.

 

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.

 

 

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