UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Original Filing)*

 

Regional Management Corp.

(Name of Issuer)

COMMON STOCK, $0.10 par value

(Title of Class of Securities)

75902K106

(CUSIP Number)

December 19, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 ("Act") 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).

 


 

 

CUSIP No. 75902K106

 

 

1.

Names of Reporting Persons

Glen Capital Partners Fund I, L.P. (EIN 46-2135960)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization    Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power    - 0 -

 

6.

Shared Voting Power    853,962

 

7.

Sole Dispositive Power    - 0 -

 

8.

Shared Dispositive Power    853,962

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person   853,962

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)   6.7%

 

 

12.

Type of Reporting Person (See Instructions)

PN

 

2


 

CUSIP No. 75902K106

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).

 

Glen Capital Partners LLC (EIN 46-1943999)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization    Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power    - 0 -

 

6.

Shared Voting Power    853,962

 

7.

Sole Dispositive Power    - 0 -

 

8.

Shared Dispositive Power    853,962

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person   853,962

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)   6.7%

 

 

12.

Type of Reporting Person (See Instructions)

OO

 

3


CUSIP No. 75902K106

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).

 

Glen Capital Partners GP I LLC (EIN 46-2147160)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization    Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power    - 0 -

 

6.

Shared Voting Power    853,962

 

7.

Sole Dispositive Power    - 0 -

 

8.

Shared Dispositive Power    853,962

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person   853,962

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)   6.7%

 

 

12.

Type of Reporting Person (See Instructions)

OO

 

4


CUSIP No. 75902K106

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).

 

Gregory L. Summe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

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    868,835(1)

 

7.

Sole Dispositive Power    - 0 -

 

8.

Shared Dispositive Power    868,835(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person   868,835

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)   6.8%

 

 

12.

Type of Reporting Person (See Instructions)

IN

(1)  Includes Common Stock held by members of Mr. Summe’s family where he shares voting and investment control.

 

5


 

Item 1.

 

(a)

Name of Issuer
Regional Management Corp.

 

 

(b)

Address of Issuer’s Principal Executive Offices
509 West Butler Road Greenville, South Carolina 29607

 

 

Item 2.

 

(a)

Name of Person Filing
Glen Capital Partners Fund I, L.P.

Glen Capital Partners LLC

Glen Capital Partners GP I LLC

Gregory L. Summe

 

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business address of each person filing is:

800 South St. Suite 160 Waltham, MA 02453

 

 

(c)

Citizenship
Glen Capital Partners Fund I, L.P. is a Delaware limited partnership

Glen Capital Partners LLC is a Delaware limited liability company

Glen Capital Partners GP I LLC is a Delaware limited liability company

Gregory L. Summe is a United States citizen

 

 

(d)

Title of Class of Securities
Common Stock, $0.10 par value

 

 

(e)

CUSIP Number
75902K106

 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

 

6


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Glen Capital Partners Fund I, L.P.:  853,962

Glen Capital Partners LLC:  853,962

Glen Capital Partners GP I LLC: 853,962

Gregory L. Summe:  868,835(1)

 

(b)

Percent of class:   

Glen Capital Partners Fund I, L.P.: 6.7%

Glen Capital Partners LLC: 6.7%

Glen Capital Partners GP I LLC: 6.7%

Gregory L. Summe: 6.8%(1)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Glen Capital Partners Fund I, L.P.: - 0 -

Glen Capital Partners LLC: - 0 -

Glen Capital Partners GP I LLC: - 0 -

Gregory L. Summe: - 0 -

 

 

(ii)

Shared power to vote or to direct the vote    

Glen Capital Partners Fund I, L.P.:  853,962

Glen Capital Partners LLC:  853,962

Glen Capital Partners GP I LLC:  853,962

Gregory L. Summe: 868,835(1)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Glen Capital Partners Fund I, L.P.: - 0 -

Glen Capital Partners LLC: - 0 -

Glen Capital Partners GP I LLC: - 0 -

Gregory L. Summe: - 0 -

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Glen Capital Partners Fund I, L.P.:  853,962

Glen Capital Partners LLC:  853,962

Glen Capital Partners GP I LLC:  853,962

Gregory L. Summe: 868,835(1)

 

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   o.

 

Item 6.

Ownership of More than Five 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.

 

(1)  Includes Common Stock held by members of Mr. Summe’s family where he shares voting and investment control.

7


 

Item 10.

Certification

By signing below the undersigned each certifies that, to the best knowledge and belief of the undersigned, 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.

 

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.

 

 

December 22, 2014

 

Date

 


/s/ Gregory L. Summe

 

Signature

 

 

 

Gregory L. Summe, individually, and as sole member of Glen Capital Partners LLC and Glen Capital Partners GP I LLC for itself and as the general partner of Glen Capital Partners Fund I, L.P.

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

8


CUSIP No.  75902K106

 

Exhibit A

 

 

AGREEMENT

 

Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of common stock of Regional Management Corp., and that the Schedule 13G to which this Agreement is appended as Exhibit A is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.

 

EXECUTED as a sealed instrument this 22nd day of December 2014.

 

 


/s/ Gregory L. Summe

 

Gregory L. Summe, individually, and as sole member of Glen Capital Partners LLC and Glen Capital Partners GP I LLC for itself and as the general partner of Glen Capital Partners Fund I, L.P.

 

9