UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Heritage Financial Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
42726x102
(CUSIP Number)
December 31, 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:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 42726x102 | 13G/A |
| 1 | NAME OF REPORTING PERSONS
Clover Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0 | |||||
| 12 | TYPE OF REPORTING PERSON*
PN, IA | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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| CUSIP No. 42726x102 | 13G/A |
| 1 | NAME OF REPORTING PERSONS
Clover Partners 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
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0 | |||||
| 12 | TYPE OF REPORTING PERSON*
OO, HC | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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| CUSIP No. 42726x102 | 13G/A |
| 1 | NAME OF REPORTING PERSONS
John A. Guerry | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0 | |||||
| 12 | TYPE OF REPORTING PERSON*
IN, HC | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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AMENDMENT NO. 5 TO SCHEDULE 13G
This Amendment No. 5 to Schedule 13G is being filed on behalf of Clover Partners, L.P. (the “Adviser”), a Texas limited partnership and the general partner and investment adviser of MHC Mutual Conversion Fund, L.P. (the “Fund”), Clover Partners Management, LLC, a Texas limited liability company and the general partner of the Adviser (“Clover”), and John A. Guerry, the principal of Clover, (collectively, the “Reporting Persons”), relating to common stock, par value $0.01 per share (the “Common Stock”), of Heritage Financial Group, Inc., a Maryland corporation, purchased by the Adviser on behalf of the Fund.
Previous filings on this Schedule 13G included Clover Investments, L.L.C. and Michael C. Mewhinney as reporting persons. Due to an internal restructuring, Clover Investments, L.L.C. and Michael C. Mewhinney no longer beneficially own shares of Common Stock.
| Item 1(a) | Name of Issuer. |
Heritage Financial Group, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
721 North Westover Boulevard
Albany, GA 31707
| Item 2(a) | Name of Person Filing. |
Clover Partners, L.P.
Clover Partners Management, LLC
John A. Guerry
| Item 2(b) | Address of Principal Business Office. |
100 Crescent Court, Suite 575
Dallas, TX 75201
| Item 2(c) | Citizenship. |
Clover Partners, L.P.—Texas
Clover Partners Management, LLC—Texas
John A. Guerry—United States of America
| Item 2(d) | Title of Class of Securities. |
Common Stock
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| Item 2(e) | CUSIP Number. |
42726x102
| Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78o). | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (the “Company Act”) (15 U.S.C. 80a-8). | ||
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) under the Exchange Act. | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) under the Exchange Act. | ||
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G) under the Exchange Act. | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Company Act (15 U.S.C. 80a-3). | ||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J) under the Exchange Act. | ||
| Item 4 | Ownership. |
| (a) | amount beneficially owned: |
| (i) | The Reporting Persons are no longer beneficial owners of any shares of Common Stock. |
| (b) | percent of class: |
| (i) | The Reporting Persons are no longer beneficial owners of any shares of Common Stock. |
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| (c) | Number of shares as to which the person has: |
| (i) | Each Reporting Person may direct the vote and disposition of 0 shares of Common Stock. |
| 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 any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the followingx.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Clover is the general partner of the Adviser and John A. Guerry is the principal of Clover.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
| Exhibits | Exhibit 1 |
Joint Filing Agreement, dated February 16, 2016, among Clover Partners, L.P., Clover Partners Management, LLC and John A. Guerry.
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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: February 16, 2016
| Clover Partners, L.P. | ||||||||
| By: Clover Partners Management, LLC, general partner | ||||||||
| By: | /s/ John A. Guerry | |||||||
| Name: | John A. Guerry | |||||||
| Title: | Authorized Signatory | |||||||
| Clover Partners Management, LLC | ||||||||
| By: | /s/ John A. Guerry | |||||||
| Name: | John A. Guerry | |||||||
| Title: | Authorized Signatory | |||||||
/s/ John A. Guerry | ||||||||
| John A. Guerry | ||||||||
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