CUSIP No. 06643P104
|
Page 1 of 25 Pages
|
CUSIP No. 06643P104
|
Page 2 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,378,625
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,378,625
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,378,625
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 06643P104
|
Page 3 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
864,562
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
864,562
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
864,562
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 4 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
354,575
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
354,575
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,575
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 5 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
251,545
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
251,545
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,545
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 6 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
251,545
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
251,545
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,545
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 06643P104
|
Page 7 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,630,170
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,630,170
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,630,170
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 06643P104
|
Page 8 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
John W. Palmer
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
9,360
|
||
8
|
SHARED VOTING POWER
1,675,189
|
|||
9
|
SOLE DISPOSITIVE POWER
9,360
|
|||
10
|
SHARED DISPOSITIVE POWER
1,675,189
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,684,549
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 06643P104
|
Page 9 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Richard J. Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,675,189
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,675,189
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,675,189
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 06643P104
|
Page 10 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
159,488
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
159,488
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,488
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 11 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Albernet OU
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Estonia
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
45,019
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
45,019
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,019
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 12 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Dr. Irving Smokler
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
45,019
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
45,019
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,019
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 06643P104
|
Page 13 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Lashley Family 2011 Trust
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,000
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 14 of 25 Pages
|
1
|
NAME OF REPORTING PERSON
Beth Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,000
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 06643P104
|
Page 15 of 25 Pages
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
· |
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
|
· |
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
|
· |
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);
|
· |
PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;
|
· |
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;
|
· |
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
|
· |
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;
|
· |
John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and as holders of certain discretionary authority over an account held by Albernet OU;
|
· |
John Palmer, as an individual;
|
· |
Lashley Family 2011 Trust, a New Jersey irrevocable trust;
|
· |
Beth Lashley, Trustee, Lashley Family 2011 Trust;
|
CUSIP No. 06643P104
|
Page 16 of 25 Pages
|
· |
Albernet OU, an Estonian company; and
|
· |
Dr. Irving Smokler, Member of the Management Board and principal of Albernet OU.
|
(1) |
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;
|
(2) |
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and
|
(3) |
shares of Common Stock held by Albernet OU, over which Mr. Palmer and Mr. Lashley have certain discretionary authority; and
|
(4) |
shares of Common Stock held by Mr. Palmer individually.
|
CUSIP No. 06643P104
|
Page 17 of 25 Pages
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
CUSIP No. 06643P104
|
Page 18 of 25 Pages
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Company
|
CUSIP No. 06643P104
|
Page 19 of 25 Pages
|
(A) |
Financial Edge Fund
|
(c) |
Financial Edge Fund did not purchase or sell shares of Common Stock during the past 60 days.
|
(d) |
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.
|
(B) |
Financial Edge Strategic
|
(c) |
Financial Edge Strategic Fund did not purchase or sell shares of Common Stock during the past 60 days.
|
(d) |
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.
|
(C) |
Focused Fund
|
(c) |
Focused Fund did not purchase or sell shares of Common Stock during the past 60 days.
|
CUSIP No. 06643P104
|
Page 20 of 25 Pages
|
(d) |
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.
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(D) |
Goodbody/PL LP
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(c) |
Goodbody/PL LP did not purchase or sell shares of Common Stock during the past 60 days.
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(d) |
Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.
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(c) |
PL Capital has made no purchases or sales of Common Stock directly.
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(d) |
PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.
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(c) |
PL Capital Advisors has made no purchases or sales of Common Stock directly.
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(d) |
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.
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CUSIP No. 06643P104
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Page 21 of 25 Pages
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(c) |
Goodbody/PL LLC has made no purchases or sales of Common Stock directly.
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(d) |
Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.
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(c) |
On February 27, 2017, Mr. Palmer exercised options to purchase Common Stock of the Company which resulted in the acquisition of 35,000 shares of Common Stock for a price of $11.99 per share. On February 27, 2017, Mr. Palmer sold 28,165 shares of Common Stock at a price of $14.90 per share.
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(c) |
Mr. Lashley did not purchase or sell shares of Common Stock during the past 60 days.
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(c) |
Lashley Family 2011 Trust did not purchase or sell shares of Common Stock during the past 60 days.
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(c) |
Lashley Family 2011 Trust did not purchase or sell shares of Common Stock during the past 60 days.
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CUSIP No. 06643P104
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Page 22 of 25 Pages
|
(d) |
Beth Lashley is the Trustee of the Lashley Family 2011 Trust and may be deemed to share with the Lashley Family 2011 Trust the power of voting and disposition with regard to the shares of Common Stock held by the Lashley Family 2011 Trust.
|
(L) |
Albernet OU
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(c) |
Albernet OU did not purchase or sell shares of Common Stock during the past 60 days
|
(d) |
Because Mr. Palmer and Mr. Lashley hold certain discretionary authority over an account held by Albernet OU, Mr. Palmer and Mr. Lashley are deemed to share disposition power with Albernet OUwith regard to those shares of Common Stock held by Albernet OU.
|
(M) |
Dr. Irving Smokler
|
(c) |
Dr. Irving Smokler made no direct purchases or sales of Common Stock in the past 60 days.
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(d) |
Because Dr. Irving Smokler is a Member of the Management Board and aprincipal of Albernet OU, he is deemed to share the power of disposition of shares of Common Stock held by Albernet OU with Messrs. Palmer and Lashley, and he shares the power of voting and disposition of shares of Common Stock held by Albernet OU with Albernet OU.
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CUSIP No. 06643P104
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Page 23 of 25 Pages
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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Item 7. |
Material to be Filed as Exhibits
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Exhibit No.
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Description
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1
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Joint Filing Agreement*
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2
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Standstill Agreement*
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3
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Restated Standstill Agreement
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CUSIP No. 06643P104
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Page 24 of 25 Pages
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FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
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CUSIP No. 06643P104
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Page 25 of 25 Pages
|
GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
PL CAPITAL, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
LASHLEY FAMILY 2011 TRUST
By: /s/ Beth Lashley
Beth Lashley
Trustee
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ALBERNET OU
By: /s/ Dr. Irving Smokler
Dr. Irving Smokler
|
By: /s/ John W. Palmer
John W. Palmer
|
By: /s/ Richard J. Lashley
Richard J. Lashley
|