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M3 Partners

Filed: 26 Mar 21, 3:48pm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

HMN Financial, INC.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

40424G108

 

(CUSIP Number)

 

March 18, 2021

 

(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)

[X] 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 the 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 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).

 

(Continued on following pages)

 

 

 

CUSIP NO. 40424G108 13G Page 2 of 9 Pages

 

1NAMES OF REPORTING PERSONS
 
M3 FUNDS, LLC
 
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [   ]
(b)    [   ]
 
3SEC USE ONLY
 
 
4CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5SOLE VOTING POWER
 
N/A
6SHARED VOTING POWER
 
268,056 shares of Common Stock
7SOLE DISPOSITIVE POWER
 
N/A
8SHARED DISPOSITIVE POWER
 
268,056 shares of Common Stock
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
268,056 shares of Common Stock
 
10CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.64% of the outstanding shares of Common Stock
 
12TYPE OF REPORTING PERSON
 
OO (Limited Liability Company)
 

 

 

 

CUSIP NO. 40424G108 13G Page 3 of 9 Pages

 

1NAMES OF REPORTING PERSONS
 
M3 PARTNERS, LP
 
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [   ]
(b)    [   ]
 
3SEC USE ONLY
 
 
4CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5SOLE VOTING POWER
 
N/A
6SHARED VOTING POWER
 
268,056 shares of Common Stock
7SOLE DISPOSITIVE POWER
 
N/A
8SHARED DISPOSITIVE POWER
 
268,056 shares of Common Stock
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
268,056 shares of Common Stock
 
10CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.64% of the outstanding shares of Common Stock
 
12TYPE OF REPORTING PERSON
 
PN (Limited Partnership)
 

 

 

 

CUSIP NO. 40424G108 13G Page 4 of 9 Pages

 

1NAMES OF REPORTING PERSONS
 
M3F, INC.
 
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [   ]
(b)    [   ]
 
3SEC USE ONLY
 
 
4CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF UTAH, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5SOLE VOTING POWER
 
N/A
6SHARED VOTING POWER
 
268,056 shares of Common Stock
7SOLE DISPOSITIVE POWER
 
N/A
8SHARED DISPOSITIVE POWER
 
268,056 shares of Common Stock
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
268,056 shares of Common Stock
 
10CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.64% of the outstanding shares of Common Stock
 
12TYPE OF REPORTING PERSON
 
CO, IA
 

 

 

 

CUSIP NO. 40424G108 13G Page 5 of 9 Pages

 

1NAMES OF REPORTING PERSONS
 
Jason A. Stock
 
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [   ]
(b)    [   ]
 
3SEC USE ONLY
 
 
4CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5SOLE VOTING POWER
 
N/A
6SHARED VOTING POWER
 
268,056 shares of Common Stock
7SOLE DISPOSITIVE POWER
 
N/A
8SHARED DISPOSITIVE POWER
 
268,056 shares of Common Stock
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
268,056 shares of Common Stock
 
10CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.64% of the outstanding Common Stock
 
12TYPE OF REPORTING PERSON
 
IN
 

 

 

 

CUSIP NO. 40424G108 13G Page 6 of 9 Pages

 

1NAMES OF REPORTING PERSONS
 
William C. Waller
 
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [   ]
(b)    [   ]
 
3SEC USE ONLY
 
 
4CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5SOLE VOTING POWER
 
N/A
6SHARED VOTING POWER
 
268,056 shares of Common Stock
7SOLE DISPOSITIVE POWER
 
N/A
8SHARED DISPOSITIVE POWER
 
268,056 shares of Common Stock
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
268,056 shares of Common Stock
 
10CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.64% of the outstanding Common Stock
 
12TYPE OF REPORTING PERSON
 
IN
 

 

 

 

Item 1.(a)Name of Issuer:

 

HMN Financial, Inc. (the “Issuer”)

 

(b)Address of Issuer’s Principal Executive Offices:

 

1016 Civic Center Drive N.W.

Rochester, MN 55901

 

Item 2.(a)Name of Persons Filing:

 

M3 Funds, LLC

M3 Partners, LP

M3F, Inc.

Jason A. Stock

William C. Waller

 

(b)Address of Principal Business Office or, if None, Residence:

 

For all persons filing:

 

10 Exchange Place, Suite 510

Salt Lake City, UT 84111

 

(c)Citizenship:

 

M3 Funds, LLC is a Delaware limited liability company

M3 Partners, LP is a Delaware limited partnership

M3F, Inc. is a Utah corporation

Mr. Stock and Mr. Waller are United States citizens

 

(d)Title of Class of Securities:

 

Common Stock

 

(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. Filed pursuant to Rule 13d-1(c).

 

 

 

Item 4.Ownership.

 

 M3 Funds, LLCM3 Partners, LPM3F, Inc.Jason A. StockWilliam C. Waller
(a) Amount Beneficially Owned:268,056268,056268,056268,056268,056
(b) Percent of Class:5.64%5.64%5.64%5.64%5.64%
(c) Number of Shares to Which Reporting Person Has:   
(i) Sole Voting Power:N/AN/AN/AN/AN/A
(ii) Shared Voting Power:268,056268,056268,056268,056268,056
(iii) Sole Dispositive Power:N/AN/AN/AN/AN/A
(iv) Shared Dispositive Power:268,056268,056268,056268,056268,056

 

The reported shares are the Issuer’s common stock.

 

All of the reported shares are owned directly by M3 Partners, L.P. (“M3 Partners”), whose general partner is M3 Funds, LLC (the “General Partner”) and whose investment adviser is M3F, Inc. (the “Investment Adviser”). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners.

 

Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.

 

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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary That 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.Certification.

 

By signing below, each of the undersigned certifies that, to the best of his or its 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.

 

Exhibits

 

Exhibit 1

 

Joint Filing Agreement dated March 26, 2021, among M3 Partners, LP, M3 Funds, LLC, M3F, Inc., Jason A. Stock and William C. Waller.

 

 

 

Signature

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

 Date: March 26, 2021 
    
 M3 PARTNERS, LP 
    
 By:M3 Funds, LLC, General Partner 
    
 By:/s/ Jason A. Stock 
 Name:Jason A. Stock 
 Title:Manager 
    
 Date: March 26, 2021 
    
 M3 FUNDS, LLC 
    
 By:/s/ Jason A. Stock 
 Name:Jason A. Stock 
 Title:Manager 
    
 Date: March 26, 2021 
    
 M3F, INC. 
    
 By:/s/ Jason A. Stock 
 Name:Jason A. Stock 
 Title:Managing Director 
    
 Date: March 26, 2021 
    
 /s/ Jason A. Stock 
 Jason A. Stock 
    
 Date: March 26, 2021 
    
 /s/ William C. Waller 
 William C. Waller