UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2) *

 

Investar Holding Corporation (ISTR)
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
46134L105
(CUSIP Number)
 
12/31/2016
(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: ___ 46134L105          Page 2 of 18

 

 

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 611,938 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER 320,512 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

611,938 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.62 %

 

12

 

TYPE OF REPORTING PERSON

 

IA
         

 

(1) Consists of 221,339 shares of common stock of the Issuer held by Financial Opportunity Fund LLC and 3,812 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member; 135,239 shares of common stock of the Issuer held by Bridge Equities III, LLC, 21,034 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, 43,155 shares of common stock of the Issuer held by Bridge Equities IX, LLC, 37,733 shares of common stock of the Issuer held by Bridge Equities X, LLC, and 54,265 shares of common stock of the Issuer held by Bridge Equities XI, LLC of which FJ Capital Management LLC is the sub-investment advisor, and 95,361 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.
(2) Consists of 221,339 shares of common stock of the Issuer held by Financial Opportunity Fund LLC and 3,812 shares common stock of the Issuer held by Financial Opportunity Long/Short Fund, of which FJ Capital Management LLC is the managing member, and 95,361 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

 

 

 

CUSIP: ___ 46134L105          Page 3 of 18

 

 

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 221,339 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

221,339 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

221,339 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.12 %

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 221,339 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.

 

 

 

 

CUSIP: ___ 46134L105          Page 4 of 18

 

 

1

 

NAME OF REPORTING PERSONS

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

 

Financial Opportunity Long/Short 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 3,812 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

3,812 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,812 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.05%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 3,812 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC.

 

 

 

 

CUSIP: ___ 46134L105          Page 5 of 18

 

 

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 611,938 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER 320,512 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

611,938 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.62 %

 

12

 

TYPE OF REPORTING PERSON

 

IN
         

 

(1) Consists of 221,339 shares of common stock of the Issuer held by Financial Opportunity Fund LLC and 3,812 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund, of which FJ Capital Management LLC is the managing member; 135,239 of common stock of the Issuer shares held by Bridge Equities III, LLC, 21,034 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, 43,155 shares of common stock of the Issuer held by Bridge Equities IX, LLC, 37,733 shares of common stock of the Issuer held by Bridge Equities X, LLC, and 54,265 shares of common stock of the Issuer held by Bridge Equities XI, LLC of which FJ Capital Management LLC is the sub-investment advisor, and 95,361 shares of common stock held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.
(2) Consists of 221,339 shares of common stock of the Issuer held by Financial Opportunity Fund LLC and 3,812 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund, of which FJ Capital Management LLC is the managing member and 95,361 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

 

 

 

CUSIP: ___ 46134L105          Page 6 of 18

 

 

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 135,239 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

135,239 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,239 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.90%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 135,239 shares of common stock of the Issuer of Bridge Equities III, LLC.

 

 

 

 

CUSIP: ___ 46134L105          Page 7 of 18

 

 

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 21,034 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

21,034 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,034 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.30%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 21,034 shares of common stock of the Issuer of Bridge Equities VIII, LLC.

 

 

 

 

CUSIP: ___ 46134L105          Page 8 of 18

 

 

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 43,155 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

43,155 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

43,155 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.61 %

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 43,155 shares of common stock of the Issuer of Bridge Equities IX, LLC.

 

 

 

 

CUSIP: ___ 46134L105          Page 9 of 18

 

 

1

 

NAME OF REPORTING PERSONS

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

 

Bridge Equities X, 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 37,733 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

37,733 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,733 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.53 %

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 37,733 shares of common stock of the Issuer of Bridge Equities X, LLC.

 

 

 

 

CUSIP: ___ 46134L105          Page 10 of 18

 

 

1

 

NAME OF REPORTING PERSONS

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

 

Bridge Equities XI, 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 54,265 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

54,265 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

54,265 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.76 %

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 54,265 shares of common stock of the Issuer of Bridge Equities XI, LLC.

 

 

 

 

CUSIP: ___ 46134L105          Page 11 of 18

 

 

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 291,426 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

291,426 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

291,426 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.11%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 135,239 of common stock of the Issuer shares held by Bridge Equities III, LLC, 21,034 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, 43,155 shares of common stock of the Issuer held by Bridge Equities IX, LLC, 37,733 shares of common stock of the Issuer held by Bridge Equities X, LLC, and 54,265 shares of common stock of the Issuer held by Bridge Equities XI, LLC, of which SunBridge Manager, LLC is the Managing Member; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares.

 

 

 

 

CUSIP: ___ 46134L105          Page 12 of 18

 

 

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 291,426 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

291,426 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

291,426 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.11%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 135,239 of common stock of the Issuer shares held by Bridge Equities III LLC, 21,034 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, 43,155 shares of common stock of the Issuer held by Bridge Equities IX, LLC, 37,733 shares of common stock of the Issuer held by Bridge Equities X, LLC, and 54,265 shares of common stock of the Issuer held by Bridge Equities XI, LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares.

 

 

 

 

CUSIP: ___ 46134L105          Page 13 of 18

 

 

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 291,426 (1)
EACH
REPORTING 		7 SOLE DISPOSITIVE POWER  
PERSON
WITH 		8 SHARED DISPOSITIVE POWER

 

291,426 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

291,426 (1)

 

10

 

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

 

☐

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.11%

 

12

 

TYPE OF REPORTING PERSON

 

CO
         

 

(1) Consists of 135,239 of common stock of the Issuer shares held by Bridge Equities III, LLC, 21,034 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, 43,155 shares of common stock of the Issuer held by Bridge Equities IX, LLC, 37,733 shares of common stock of the Issuer held by Bridge Equities X, LLC, and 54,265 shares of common stock of the Issuer held by Bridge Equities XI, LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares.

 

 

 

 

CUSIP: ___ 46134L105          Page 14 of 18

 

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 306McLean, VA 22101

 

Financial Opportunity Long/Short 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

 

Bridge Equities X, LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

Bridge Equities XI, LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

 

 

CUSIP: ___ 46134L105          Page 15 of 18

 

   

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

     
Item 2(c).   Citizenship:
     
    FJ Capital Management LLC, Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC, Bridge Equities III, LLC, Bridge Equities VIII, LLC, Bridge Equities IX, LLC, Bridge Equities X, LLC, Bridge Equities XI, 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 1940 (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 16 of 18

 

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

 

  (a) Amount beneficially owned:
     
   

FJ Capital Management LLC – 611,938 shares

Financial Opportunity Fund – 221,339 shares

Financial Opportunity Long/Short Fund – 3,812 shares

Martin S. Friedman – 611,938 shares

Bridge Equities III, LLC – 135,239 shares

Bridge Equities VIII, LLC – 21,034 shares

Bridge Equities IX, LLC – 43,155 shares

Bridge Equities X, LLC – 37,733 shares

Bridge Equities XI, LLC – 54,265 shares

SunBridge Manager, LLC – 291,426 shares

SunBridge Holdings, LLC - 291,426 shares

Realty Investment Company, Inc – 291,426 shares

     
  (b) Percent of class:
   

FJ Capital Management LLC – 8.62%

Financial Opportunity Fund LLC – 3.12%

Financial Opportunity Long/Short Fund LLC – 0.05%

Martin S. Friedman – 8.62%

Bridge Equities III, LLC -1.90%

Bridge Equities VIII, LLC – 0.30%

Bridge Equities IX, LLC - 0.61%

Bridge Equities X, LLC – 0.53%

Bridge Equities XI, LLC – 0.76%

SunBridge Manager, LLC – 4.11%

SunBridge Holdings, LLC – 4.11%

Realty Investment Company, Inc – 4.11%

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      All Reporting Persons – 0
       

 

 

 

CUSIP: ___ 46134L105          Page 17 of 18

 

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

FJ Capital Management LLC – 611,938 shares

Financial Opportunity Fund – 221,339 shares

Financial Opportunity Long/Short Fund – 3,812 shares

Martin S. Friedman – 611,938 shares

Bridge Equities III, LLC – 135,239 shares

Bridge Equities VIII, LLC – 21,034 shares

Bridge Equities IX, LLC – 43,155 shares

Bridge Equities X, LLC – 37,733 shares

Bridge Equities XI, LLC – 54,265 shares

SunBridge Manager, LLC – 291,426 shares

SunBridge Holdings, LLC - 291,426 shares

Realty Investment Company, Inc – 291,426 shares

       
    (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 – 320,512 shares

Financial Opportunity Fund – 221,339 shares

Financial Opportunity Long/Short Fund – 3,812 shares

Martin S. Friedman – 320,512 shares

Bridge Equities III, LLC – 135,239 shares

Bridge Equities VIII, LLC – 21,034 shares

Bridge Equities IX, LLC – 43,155 shares

Bridge Equities X, LLC – 37,733 shares

Bridge Equities XI, LLC – 54,265 shares

SunBridge Manager, LLC – 291,426 shares

SunBridge Holdings, LLC - 291,426 shares

Realty Investment Company, Inc – 291,426 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 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
   

 

 

 

 

CUSIP: ___ 46134L105          Page 18 of 18

 

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.
   
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:  2/13/2017

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

Financial Opportunity Long/Short Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

 

FJ Capital Management LLC

 

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

 

 

 

 

/s/ Martin S. Friedman

MARTIN S. FRIEDMAN

 

 

 

 

 

Bridge Equities III, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

Bridge Equities VIII, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

Bridge Equities IX, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

Bridge Equities X, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

Bridge Equities XI, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

SunBridge Manager, LLC

By: SunBridge Holdings, LLC, its Managing Member

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

 

SunBridge Holdings, LLC

By: Realty Investment Company, Inc., its Manager

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

 

realty investment company, inc.

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

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

 

 

 

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.

 

FINANCIAL OPPORTUNITY FUND LLC

By: FJ Capital Management, LLC

 

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

FINANCIAL OPPORTUNITY Long/Short Fund LLC

By: FJ Capital Management, LLC

 

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

FJ Capital Management LLC

 

 

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Martin S. Friedman

MARTIN S. FRIEDMAN

 

 

BRIDGE EQUITIES III, LLC

By: SunBridge Manager, LLC, its Managing Member

 

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

BRIDGE EQUITIES VIII, LLC

By: SunBridge Manager, LLC, its Managing Member

 

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

 

BRIDGE EQUITIES IX, LLC

By: SunBridge Manager, LLC, its Managing Member

 

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

 

BRIDGE EQUITIES X, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

 

BRIDGE EQUITIES XI, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

SUNBRIDGE MANAGER, LLC

By: SunBridge Holdings, LLC, its Managing Member

 

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

 

 

 

 

   

SunBridge Holdings, LLC

By: Realty Investment Company, Inc., its Manager

 

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

realty investment company, inc.

 

 

By:       /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President