UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| HMN Financial, Inc. |
(Name of Issuer)
Common Stock, $0.01 par value |
(Title of Class of Securities)
| 40424G108 |
(CUSIP Number)
| May 21, 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)
ý 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 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. 40424G108 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Capital 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 | ||||
| 277,777 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 277,777 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 277,777 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IA | |||||
| (1) | Based on 4,482,893 shares of common stock outstanding as of July 20, 2015, as the Issuer reported in its Form 10-Q filed with the SEC on August 5, 2015, plus 277,777 shares of common stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner. See Item 4. |
| CUSIP No. 40424G108 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| Emanuel J. 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 277,777 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 277,777 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
277,777 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
| (1) | Based on 4,482,893 shares of common stock outstanding as of July 20, 2015, as the Issuer reported in its Form 10-Q filed with the SEC on August 5, 2015, plus 277,777 shares of common stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner. See Item 4. |
| CUSIP No. 40424G108 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Financial Services 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 | ||||
| 277,777 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 277,777 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 277,777 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
| (1) | Based on 4,482,893 shares of common stock outstanding as of July 20, 2015, as the Issuer reported in its Form 10-Q filed with the SEC on August 5, 2015, plus 277,777 shares of common stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner. See Item 4. |
| CUSIP No. 40424G108 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Financial Services 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 | ||||
| 277,777 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 277,777 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 277,777 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
| (1) | Based on 4,482,893 shares of common stock outstanding as of July 20, 2015, as the Issuer reported in its Form 10-Q filed with the SEC on August 5, 2015, plus 277,777 shares of common stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner. See Item 4. |
Item 1. (a) Name of Issuer
HMN Financial, Inc.
Item 1. (b) Address of Issuer's Principal Executive Offices
1016 Civic Center Drive N.W.
Rochester, MN 55901
Item 2. (a) Name of Person Filing
This Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons")*:
| (i) | EJF Capital LLC; |
| (ii) | Emanuel J. Friedman; |
| (iii) | EJF Financial Services Fund, LP; and |
| (iv) | EJF Financial Services GP, LLC. |
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of Principal Business Office or, if None, Residence
EJF Capital LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Emanuel J. Friedman
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Financial Services Fund, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Financial Services GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Common Stock, $0.01 par value ("Common Stock")
Item 2. (e) CUSIP Number
40424G108
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:
Not Applicable.
Item 4. Ownership
| (a) | Amount beneficially owned: | |||
| See Item 9 of the attached cover pages. | ||||
| (b) | Percent of class: | |||
| See Item 11 of the attached cover pages. | ||||
| (c) | Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote: | |||
| See Item 5 of the attached cover pages. | ||||
| (ii) | Shared power to vote or to direct the vote: | |||
| See Item 6 of the attached cover pages. | ||||
| (iii) | Sole power to dispose or to direct the disposition: | |||
| See Item 7 of the attached cover pages. | ||||
| (iv) | Shared power to dispose or to direct the disposition: | |||
| See Item 8 of the attached cover pages. | ||||
EJF Financial Services Fund, LP is the record owner of warrants that are convertible, within 60 days, into the number of shares of Common Stock shown on item 9 of its cover page (the "Warrant Shares").
EJF Financial Services GP, LLC serves as the general partner of EJF Financial Services Fund, LP and may be deemed to share beneficial ownership of the Warrant Shares over which EJF Financial Services Fund, LP is the record owner.
EJF Capital LLC is the sole member of EJF Financial Services GP, LLC, and may be deemed to share beneficial ownership of the Warrant Shares over which EJF Financial Services GP, LLC may share beneficial ownership. Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the Warrant Shares over which EJF Capital LLC may share beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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
The filing persons may be deemed to be members of a group.
Item 9. Notice of Dissolution of Group
Not Applicable.
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.
Dated: August 18, 2015
EJF CAPITAL LLC | |||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EMANUEL J. FRIEDMAN | |||
| By: | /s/ Emanuel J. Friedman | ||
| Name: | Emanuel J. Friedman | ||
EJF FINANCIAL SERVICES FUND, LP | |||
By: Its: | EJF FINANCIAL SERVICES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF FINANCIAL FINANCIAL SERVICES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Financial Services Fund, LP, a Delaware limited partnership, and EJF Financial Services GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: August 18, 2015
EJF CAPITAL LLC | |||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EMANUEL J. FRIEDMAN | |||
| By: | /s/ Emanuel J. Friedman | ||
| Name: | Emanuel J. Friedman | ||
EJF FINANCIAL SERVICES FUND, LP | |||
By: Its: | EJF FINANCIAL SERVICES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF FINANCIAL FINANCIAL SERVICES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||