0001999371-24-002250 SC 13G/A 1 20240214 20240214 FOURTHSTONE GP LLC FOURTHSTONE MASTER OPPORTUNITY FUND LTD FOURTHSTONE QP OPPORTUNITY FUND LP FOURTHSTONE SMALL-CAP FINANCIALS FUND LP L. PHILLIP STONE, IV Investar Holding Corp 0001602658 6022 02 Finance 271560715 LA 1231 SC 13G/A 34 005-88642 24634772 10500 COURSEY BLVD THIRD FLOOR BATON ROUGE LA 70816 225-227-2222 10500 COURSEY BLVD THIRD FLOOR BATON ROUGE LA 70816 Fourthstone LLC 0001767803 463780351 MO 1231 SC 13G/A 575 MARYVILLE CENTRE DR. SUITE 110 ST LOUIS MO 63141 800-771-8071 575 MARYVILLE CENTRE DR. SUITE 110 ST LOUIS MO 63141 SC 13G/A 1 istr-sc13ga_123123.htm AMENDMENT TO FORM SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

(Amendment No. 3)*

 

Under the Securities Exchange Act of 1934

 

Investar Holding Corporation

(Name of Issuer)

 

Common Stock, $1.00 par value per share

 (Titles of Class of Securities)

 

46134L105 

 

(CUSIP Number)

 

December 31, 2023

 

(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. 46134L105 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 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

 

- 0 - 

6

SHARED VOTING POWER

 

972,906 

7

SOLE DISPOSITIVE POWER

 

- 0 - 

8

SHARED DISPOSITIVE POWER

 

972,906 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

972,906
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.97% (1) 

12

TYPE OF REPORTING PERSON

 

IA 

 

(1) Based on 9,759,688 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 30, 2023, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. 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 influencing the control of the Issuer.

 

2 

 

 

CUSIP No. 46134L105 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

 

659,603 

7

SOLE DISPOSITIVE POWER

 

- 0 - 

8

SHARED DISPOSITIVE POWER

 

659,603 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

659,603

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.76% (2) 

12

TYPE OF REPORTING PERSON

 

OO 

 

(2)Based on 9,759,688 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 30, 2023, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023.

 

3 

 

 

CUSIP No. 46134L105 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 

Delaware 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

 

- 0 - 

6

SHARED VOTING POWER

 

313,303 

7

SOLE DISPOSITIVE POWER

 

- 0 - 

8

SHARED DISPOSITIVE POWER

 

313,303 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

313,303 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.21% (3) 

12

TYPE OF REPORTING PERSON

 

OO 

 

(3) Based on 9,759,688 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 30, 2023, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. 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.

 

4 

 

 

CUSIP No. 46134L105 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

 

291,065 

7

SOLE DISPOSITIVE POWER

 

- 0 - 

8

SHARED DISPOSITIVE POWER

 

291,065 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

291,065

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.98% (4) 

12

TYPE OF REPORTING PERSON

 

PN 

 

(4) Based on 9,759,688 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 30, 2023, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023.

 

5 

 

 

CUSIP No. 46134L105 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

 

22,238 

7

SOLE DISPOSITIVE POWER

 

- 0 - 

8

SHARED DISPOSITIVE POWER

 

22,238 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

22,238 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.23% (5) 

12

TYPE OF REPORTING PERSON

 

PN 

 

(5) Based on 9,759,688 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 30, 2023, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023.

 

6 

 

 

CUSIP No. 46134L105 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

 

972,906 

7

SOLE DISPOSITIVE POWER

 

- 0 - 

8

SHARED DISPOSITIVE POWER

 

972,906 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

972,906 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.97% (6) 

12

TYPE OF REPORTING PERSON

 

IN 

 

(6) Based on 9,759,688 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 30, 2023, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. 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.

 

7 

 

 

CUSIP No. 46134L105 13G/A Page 8 of 11

 

Item 1(a). Name of Issuer:

 

Investar Holding Corporation (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

10500 Coursey Blvd 

Baton Rouge, LA 70816

 

Item 2(a). Name of Person Filing:

 

This Schedule 13G/A is being filed by Fourthstone LLC, a Delaware Limited Liability Company and Investment Adviser (“Fourthstone”). The persons reporting information on this Schedule 13G/A 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 Delaware Limited Partnership Delaware (“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 972,906 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, Fourthstone Small-Cap Financials Fund LP is 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141.

 

Item 2(c). Citizenship:

 

See response to Item 4 of each of the cover pages.

 

Item 2(d). Titles of Classes of Securities:

 

Common Stock, $1.00 par value per share (“Common Stock”)

 

8 

 

 

CUSIP No. 46134L105 13G/A Page 9 of 11

 

Item 2(e). CUSIP Number:

 

46134L105

 

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) X 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) X 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: ___________

 

Item 4. Ownership

 

  (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.
     
  (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.

 

9 

 

 

CUSIP No. 46134L105 13G/A Page 10 of 11

 

  (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.

 

Item 10. Certification.

 

By signing the 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 securities and were not acquired and are not held in connection with or as a participant in any transaction having the purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

10 

 

 

CUSIP No. 46134L105 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, 2024

 

  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  
     
  Fourthstone Small-Cap Financials Fund LP  
     
  By: Fourthstone GP LLC, the General Partner  
       
  By: /s/ Amy M. Stone  
  Name: Amy M. Stone  
  Title: Chief Executive Officer  

 

11