| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
HMN Financial Inc. (HMNF) (Name of Issuer) |
Common Stock (Title of Class of Securities) |
40424G108 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 40424G108 |
| 1 | Names of Reporting Persons FJ Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 40424G108 |
| 1 | Names of Reporting Persons Martin Friedman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: HMN Financial Inc. (HMNF) |
| (b) | Address of issuer's principal executive
offices: 1016 Civic Center Drive, NW, Rochester, MN 55901 |
| Item 2. | |
| (a) | Name of person filing: FJ Capital Management LLC
Martin Friedman
|
| (b) | Address or principal business office or, if
none, residence: FJ Capital Management, LLC
7901 Jones Branch Drive, Suite 210
McLean, VA 22102
Martin Friedman
7901 Jones Branch Drive, Suite 210
McLean, VA 22102
|
| (c) | Citizenship: FJ Capital Management LLC - Delaware limited liability companies
Martin Friedman - United States citizen
|
| (d) | Title of class of securities: Common Stock |
| (e) | CUSIP No.: 40424G108 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: FJ Capital Management LLC - 0 shares
Martin Friedman - 0 shares
|
| (b) | Percent of class: FJ Capital Management LLC - 0 %
Martin Friedman - 0 % % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: 0 | |
| (ii) Shared power to vote or to direct the
vote: FJ Capital Management LLC - 0 shares
Martin Friedman - 0 shares
| |
| (iii) Sole power to dispose or to direct the
disposition of: 0 | |
| (iv) Shared power to dispose or to direct the
disposition of: FJ Capital Management LLC - 0 hares
Martin Friedman - 0 shares
| |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
|
Ownership of 5 percent or less of a class | |
| Item 6. | Ownership of more than 5 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 or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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