Friedman Martin S. Form 4/A Randolph Bancorp / Martin S. Friedman ownership change

SEC Form 4

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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X

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^*

Friedman Martin S.

(Last) (First) (Middle)

C/O FJ CAPITAL MANAGEMENT LLC

7901 JONES BRANCH DR. SUITE 210

(Street)

MCLEAN VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Randolph Bancorp, Inc. [ RNDB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks below

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/31/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/29/2022		S		66,298	D	$26.48	423,034	I	See Footnote(1)(2)(3)
Common Stock	03/29/2022		S		47,840	D	$26.47	423,034	I	See Footnote(1)(2)(3)
Common Stock	03/29/2022		S		2,994	D	$26.48	423,034	I	See Footnote(1)(2)(3)
Common Stock	03/29/2022		S		2,160	D	$26.47	423,034	I	See Footnote(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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. Martin S Friedman ("Reporting Person") is the managing member of FJ Capital Management LLC ("FJ Capital"), which is the managing member of and investment adviser to Financial Opportunity Fund LLC ("FOF"), Financial Hybrid Opportunity Fund LLC ("FHOF"), and Financial Hybrid Opportunity SPV 1 LLC ("HSPV"), (FOF, FHOF and HSPV, collectively, the "Funds") and investment adviser to a separately managed account ("SMA"), each of which beneficially owns shares of common stock of the Issuer ("Shares). FOF holds 223,712 Shares, (ii) FHOF holds 136,909 Shares, (iii) HSPV holds 171,604 Shares, and (iv) the SMA holds 10,101 Shares, which, in the aggregate, beneficially own 542,326 or more than 10% of the Shares.

2. FJ Capital sold (a) 114,138 Shares on behalf of FOF; and (b) 5,154 Shares on behalf of the SMA (together with the Shares sold on behalf of FOF, collectively, the "Disposed Shares"). As a consequence of the sale of the Disposed Shares, FJ Capital's aggregate beneficial ownership is 423,034 of the issued and outstanding Shares or less than 10% of the Shares.

3. The Reporting Person, in his capacity as Managing Member of FJ Capital, has voting and dispositive power over the Shares held by the Funds and the SMA. Mr. Friedman disclaims beneficial ownership of the Shares reported herein, and this report shall not be deemed an admission of beneficial ownership of such Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

The Reporting Person is filing this amendment to the Form 4 filed on March 31, 2022, to (i) correct an error in the amount of securities beneficially owned following the reported transactions in Table I. Column 5 and (ii) to deleted two (2) lines in Table 1 which were erroneously included and unnecessary.

	Martin S. Friedman	04/04/2022
	** Signature of Reporting Person	Date
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