| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dime Community Bancshares, Inc. /NY/ [ DCOM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/02/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share ("Common Stock") | 02/02/2021 | P | 21,502 | A | $25.28 | 448,811 | I | See footnotes(1)(2) | ||
| Common Stock | 02/02/2021 | P | 2,866 | A | $26.24 | 451,677 | I | See footnotes(1)(2) | ||
| Common Stock | 02/02/2021 | P | 26,076 | A | $25.28 | 200,109 | I | See footnotes(1)(3) | ||
| Common Stock | 02/02/2021 | P | 3,475 | A | $26.24 | 203,584 | I | See footnotes(1)(3) | ||
| Common Stock | 02/02/2021 | P | 14,199 | A | $25.28 | 87,692 | I | See footnotes(1)(4) | ||
| Common Stock | 02/02/2021 | P | 1,893 | A | $26.24 | 89,585 | I | See footnotes(1)(4) | ||
| Common Stock | 18,660 | I | See footnotes(1)(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| 2. See Exhibit 99.1 |
| 3. See Exhibit 99.1 |
| 4. See Exhibit 99.1 |
| 5. See Exhibit 99.1 |
| Remarks: |
| Exhibit List: ------------ Exhibit 99.1 - Explanation of Responses |
| BASSWOOD PARTNERS, L.L.C., /s/ Matthew Lindenbaum | 02/02/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
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Designated Filer:
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Basswood Partners, L.L.C.
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Issuer & Ticker Symbol:
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Dime Community Bancshares, Inc. [DCOM]
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Date of Event Requiring Statement:
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February 2, 2021
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Explanation of Responses
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1.
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This Form 4 is filed on behalf of Basswood Partners, L.L.C. (the “Reporting Person”). Basswood Partners, L.L.C. is the general partner of BCF, BFF, BOP and BFLOF (as defined below and together, the “Funds”),,
and may be deemed to have a pecuniary interest in the Common Stock held directly by BCF, BFF, BOP and BFLOF. In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds is reported herein. Each Reporting
Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Funds, except to the extent, if any, of any direct or indirect pecuniary interest therein. The inclusion of these securities in this
report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise.
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Matthew D. Lindenbaum, of Basswood Capital Management, L.L.C., serves on the board of directors of the Issuer as a representative of the Reporting Person. As a result, the Reporting Person is a
“director-by-deputization” solely for purposes of Section 16 of the Exchange Act. By reason of the provisions of Rule 16a-1 of the Exchange Act, the Reporting Person may be deemed to be a beneficial owner of the shares of Common Stock issued
to Jonathan D. Brown. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by Jonathan D. Brown.
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2.
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Common Stock held directly by Basswood Opportunity Partners, LP (“BOP”).
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3.
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Common Stock held directly by Basswood Financial Fund, LP (“BFF”).
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4.
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Common Stock held directly by Basswood Financial Long Only Fund, LP (“BFLOF”).
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5.
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Common Stock held directly by Basswood Co-Investment Fund (SPC), Ltd., For and on Behalf of Segregated Portfolio C-1 (“BCF”)
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Due to the limitations on the number of Reporting Persons allowed on Form 4, BFF, BOP, BFLOF, BCF and certain other affiliates of the Reporting Person, which
may be deemed to have pecuniary interests in the shares of Common Stock reported herein by the Reporting Person, are reporting their beneficial ownership on a separate Form 4.