Initial Statement of Beneficial Ownership (3)
05 Mayo 2022 - 3:07PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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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1. Name and Address of Reporting Person
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Friedman Martin S. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/29/2022
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3. Issuer Name and Ticker or Trading Symbol
OLD POINT FINANCIAL CORP [OPOF]
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(Last)
(First)
(Middle)
C/O FJ CAPITAL MANAGEMENT LLC, 7901 JONES BRANCH DR. SUITE 210 |
4. 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 |
(Street)
MCLEAN, VA 22102
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 512121 | I | See footnote (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Martin S Friedman (the "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 the common stock of the issuer (the "Shares"). As a consequence of a earnings release by the issuer, FOF holds 308,627 Shares (ii) FHOF holds 76,173 Shares, (iii)HSPV holds 112,321 Shares, and (iv) the SMA holds 15,000 Shares. (continued in footnote 2) |
(2) | (Footnote 1 continued) 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: On April 29, 2022, Old Point Financial Corporation ("OPOF") filed a Form 8-K reporting results for Q1 2022. As a consequence, on May 4, 2022, FJ Capital learned that OPOF had repurchased 122,995 shares pursuant to its authorized share repurchase program (the "Q1 Repurchases"). The Q1 Repurchases resulted in a decrease in the number of such shares issued and outstanding and caused the Reporting Person's ownership to exceed ten percent (10%). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Friedman Martin S. C/O FJ CAPITAL MANAGEMENT LLC 7901 JONES BRANCH DR. SUITE 210 MCLEAN, VA 22102 |
| X |
| See Remarks Below |
Signatures
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Martin Friedman | | 5/5/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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