UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1734

(Amendment No. _)*

 

Investar Holding Corporation (ISTR)
 (Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
46134L105
(CUSIP Number)
 
June 12, 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 1734 (“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:___ 46134L105        Page 2 of 17

 

 

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) ☑

(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 387,700 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER 270,600 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

387,700 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.32%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 176,547 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, 99,550 shares held by Bridge Equities III LLC, 5,265 shares held by Bridge Equities VIII LLC, 12,285 shares held by Bridge Equities IX LLC of which FJ Capital Management LLC is the sub-investment advisor, and 94,053 shares of common stock held by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC.

 

(2) Consists of 176,547 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, and 94,053 shares owned by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC.
 
 

 

CUSIP:___ 46134L105        Page 3 of 17

 

 

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) ☑

(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 176,547 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

176,547 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

176,547 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.42%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 176,547 shares of common stock.

 

 
 

 

CUSIP:___ 46134L105        Page 4 of 17

 

 

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) ☑

(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 387,700 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER 270,600 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

387,700 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.32%

 

12

 

TYPE OF REPORTING PERSON

 

IN
         

 

(1) Consists of 176,547 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, 99,550 shares held by Bridge Equities III LLC, 5,265 shares held by Bridge Equities VIII LLC, 12,285 shares held by Bridge Equities IX LLC of which FJ Capital Management LLC is the sub-investment advisor, and 94,053 shares of common stock held by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC.

 

(2) Consists of 176,547 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, and 94,053 shares owned by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC.
 
 

 

CUSIP:___ 46134L105        Page 5 of 17

 

 

1

 

NAME OF REPORTING PERSONS

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

 

Bridge Equities III 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 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 99,550 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

99,550 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

99,550  (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.36%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 99,550 shares of common stock.

 

 
 

 

CUSIP:___ 46134L105        Page 6 of 17

 

 

1

 

NAME OF REPORTING PERSONS

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

 

Bridge Equities VIII 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 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 5,265 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

5,265 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,265  (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

.07%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 5,265 shares of common stock.

 

 
 

 

CUSIP:___ 46134L105        Page 7 of 17

 

 

1

 

NAME OF REPORTING PERSONS

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

 

Bridge Equities IX 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 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 12,285 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

12,285 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,285 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

.17%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 12,285 shares of common stock.

 

 
 

 

CUSIP:___ 46134L105        Page 8 of 17

 

 

1

 

NAME OF REPORTING PERSONS

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

 

SunBridge Manager 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 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 117,100 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

117,100 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

117,100 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.61%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 99,550 shares held by Bridge Equities III LLC, 5,265 shares held by Bridge Equities VIII LLC, 12,285 shares held by Bridge Equities IX LLC , of which SunBridge Manager, LLC is the Managing Member.

 

 
 

 

CUSIP:___ 46134L105        Page 9 of 17

 

 

1

 

NAME OF REPORTING PERSONS

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

 

SunBridge Holdings 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 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 117,100 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

117,100 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

117,100 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.61%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 99,550 shares held by Bridge Equities III LLC, 5,265 shares held by Bridge Equities VIII LLC, 12,285 shares held by Bridge Equities IX LLC , of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC.

 

 
 

 

CUSIP:___ 46134L105        Page 10 of 17

 

 

1

 

NAME OF REPORTING PERSONS

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

 

Realty Investment Company Inc.

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☑

(b) ☐

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Maryland
NUMBER OF
SHARES 		5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY 		6 SHARED VOTING POWER 117,100 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

117,100 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

117,100 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.61%

 

12

 

TYPE OF REPORTING PERSON

 

CO
         

 

(1) Consists of 99,550 shares held by Bridge Equities III LLC, 5,265 shares held by Bridge Equities VIII LLC, 12,285 shares held by Bridge Equities IX LLC , of which SunBridge Manager, LLC is the Managing Member of SunBridge Holdings, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC.

 

 
 

 

CUSIP:___ 46134L105        Page 11 of 17

 

Item 1(a).   Name of Issuer:
     
     Investar Holding Corporation (ISTR)
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    7244 Perkins Road
Baton Rouge, LA 70808
     
Item 2(a).   Name of Person Filing:
     
    FJ Capital Management, LLC
     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
   

FJ Capital Management, LLC

1313 Dolley Madison Blvd, Ste 306

McLean, VA 22101

 

Financial Opportunity Fund LLC

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Martin S. Friedman

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Bridge Equities III LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

Bridge Equities VIII LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

Bridge Equities IX LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

SunBridge Manager LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

SunBridge Holdings LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

Realty Investment Company Inc

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

 
 

 

CUSIP:___ 46134L105        Page 12 of 17

 

     
Item 2(c).   Citizenship:
     
   

FJ Capital Management LLC, Financial Opportunity LLC, Bridge Equities III LLC, Bridge Equities VIII LLC, Bridge Equities IX LLC, SunBridge Manager LLC, SunBridge Holdings LLC – Delaware limited liability companies

Martin S. Friedman – United States citizen
Realty Investment Company Inc – Maryland corporation

 

Item 2(d).   Title of Class of Securities:
     
    Common Stock
     
Item 2(e).   CUSIP Number:
     
    46134L105
     
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) o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under Section 8 of the Investment Company Act of 1740 (15 U.S.C. 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o 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) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 
 

 

CUSIP:___ 46134L105        Page 13 of 17

 

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

 

  (a) Amount beneficially owned:  
       
    FJ Capital Management LLC – 387,700 shares
Financial Opportunity Fund – 176,547 shares
Martin S. Friedman – 387,700 shares
Bridge Equities III LLC – 99,550 shares
Bridge Equities VIII LLC – 5,265 shares
Bridge Equities IX – 12,285 shares
SunBridge Manager LLC – 117,100 shares
SunBridge Holdings LLC -  117,100 shares
Realty Investment Company Inc – 117,100 shares   		 
       
  (b) Percent of class:  
       
    FJ Capital Management LLC – 5.32%
Financial Opportunity Fund LLC – 2.42%
Martin S. Friedman – 5.32%
Bridge Equities III LLC -1.36%
Bridge Equities VIII LLC -.07%
Bridge Equities IX LLC -.17%
SunBridge Manager LLC – 1.61%
SunBridge Holdings LLC – 1.61%
Realty Investment Company Inc -1.61% 		 
       
  (c) Number of shares as to which such person has:  
       
    (i) Sole power to vote or to direct the vote  
         
      All Reporting Persons – 0  
         
    (ii) Shared power to vote or to direct the vote  
         
      FJ Capital Management LLC – 387,700 shares
Financial Opportunity Fund – 176,547 shares
Martin S. Friedman – 387,700 shares
Bridge Equities III LLC – 99,550 shares
Bridge Equities VIII LLC – 5,265 shares
Bridge Equities IX – 12,285 shares
SunBridge Manager LLC – 117,100 shares
SunBridge Holdings LLC -  117,100 shares
Realty Investment Company Inc – 117,100 shares 		 
           

 

 
 

 

CUSIP:___ 46134L105        Page 14 of 17

 

    (iii) Sole power to dispose or to direct the disposition of
       
      All Reporting Persons – 0
       
    (iv) Shared power to dispose or to direct the disposition of
       
      FJ Capital Management LLC – 387,700 shares
Financial Opportunity Fund – 176,547 shares
Martin S. Friedman – 270,600 shares
Bridge Equities III LLC – 99,550 shares
Bridge Equities VIII LLC – 5,265 shares
Bridge Equities IX – 12,285 shares
SunBridge Manager LLC – 117,100 shares
SunBridge Holdings LLC -  117,100 shares
Realty Investment Company Inc – 117,100 shares

 

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.
   
  If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1740 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary
   
Item 8. Identification and Classification of Members of the Group.
   
  If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
   
Item 9. Notice of Dissolution of Group.
   
  Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

 

 
 

 

CUSIP:___ 46134L105        Page 15 of 17

 

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.

 

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.

 

 

Date: 06/23/2015

 

 

 

 

 
 

 

CUSIP:___ 46134L105        Page 16 of 17

 

 

   

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C, 1001)

 

 
 

 

CUSIP:___ 46134L105        Page 17 of 17

 

 

Exhibit 1

Joint Filing Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock Investar Holding Corporation (ISTR) shall be filed on behalf of the undersigned.