HFFC HF Financial Corp.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

SCHEDULE 13D/A

  

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

HF Financial Corp.

---

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

---

(Title of Class of Securities)

 

 

404172108

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(CUSIP Number)

 

 

Mr. Terry Maltese, Maltese Capital Management, LLC,

150 East 52^nd Street, 30^th Floor, New York, NY 10022

---

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 22, 2016

---

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

Page 1 of 9 pages

SCHEDULE 13D

 

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D

 

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Item 1.    Security and Issuer.

 

The class of equity securities to which this statement relates is the common stock ("Common Stock") of HF Financial Corp. (the "Issuer"), a company incorporated in Delaware, with its principal office at 225 South Main Avenue, Sioux Falls, SD 57104.

 

Item 2.    Identity and Background.

 

(a)    This statement is being filed by (i) Maltese Capital Management LLC, a New York limited liability company ("MCM"), (ii) Maltese Capital Holdings, LLC, a Delaware limited liability company ("Holdings"), and (iii) Terry Maltese, Managing Member of MCM and Holdings, with respect to shares of Common Stock that each of the foregoing may be deemed to have a beneficial ownership.  The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons".  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The managing member of Holdings and MCM is Mr. Maltese. In his capacity as managing member of Holdings and MCM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by Holdings and MCM.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of any shares of Common Stock except to the extent reported herein.

(b)    The address of the principal offices of each of Holdings and MCM, and the business address of Mr. Maltese is Maltese Capital Management, LLC, 150 East 52^nd Street, 30^th Floor, New York, NY 10022.

(c)    The principal business of Holdings is that of acting as general partner for certain investment partnerships. The principal business of MCM is that of providing administrative and management services to certain partnerships and investment entities. The present principal occupation or employment of Mr. Maltese is Managing Member of MCM and Holdings.

(d)    During the last five years, none of Holdings, MCM, or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)    During the last five years, none of Holdings, MCM, or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)    Mr. Maltese is a U.S. citizen.

 

Item 3.    Source and Amount of Funds.

 

The funds for the purchase of the 324,100 shares of Common Stock beneficially owned by MCM came from the working capital of certain private investment funds that MCM manages. No borrowed funds were used to purchase such shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by MCM was $2,639,394.

The funds for the purchase of the 236,300 shares of Common Stock beneficially owned by Holdings came from the working capital of certain private investment funds for which it serves as the sole general partner. No borrowed funds were used to purchase such shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by Holdings was $1,907,081.

The funds for the purchase of the 324,100 shares of Common Stock beneficially owned by Mr. Maltese, as a result of Mr. Maltese being the control person of MCM and Holdings, came from the working capital of certain private investment funds for which MCM manages and certain private investment funds for which Holdings serves as the general partner. No borrowed funds were used to purchase such shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by Mr. Maltese was $2,639,394.

 

 

 

Item 4.    Purpose of Transaction.

 

The shares of Common Stock held by the Reporting Persons were acquired for, and are being held for, investment purposes. As such, in the ordinary course of their business, the Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may acquire additional shares of Common Stock or sell all or a portion of their current holdings of Common Stock.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock, voting for or against and expressing support for or against the proposals of the board of directors of the Issuer or other shareholders of the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of this Schedule 13D.

 

Item 5.    Interest in Securities of the Issuer.

 

(a)    Based upon an aggregate of 7,057,713 shares of Common Stock outstanding, as determined by the Issuer's most recently available public information, as of the close of business on February 2, 2016:  

 

(ii)

Holdings owned directly no shares of Common Stock. By reason of its position as general partner of various investment entities, under the provisions of Rule 13d-3, Holdings may be deemed to beneficially own 236,300 shares of Common Stock, constituting approximately 3.3% of the shares of Common Stock outstanding.

(b)    See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition. Holdings is a party to a management agreement with MCM pursuant to which MCM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. Mr. Maltese, as Managing Member of Holdings and MCM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the Reporting Persons.

 

(c) During the sixty days prior to the date hereof, the Reporting Persons, either directly or indirectly, effected the following transactions in the Common Stock:

 

 

 

 

 

 

 

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.

 

Item 7.    Material to be Filed as Exhibits.

 

Page 7 of 9

SIGNATURES

 

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.

 

Dated: February 24, 2016

 

 

Page 8 of 9

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated:  February 24, 2016

 

Maltese Capital Management LLC						Terry Maltese
By:		/s/ Terry Maltese				By:		/s/ Terry Maltese
		Terry Maltese Managing Member						Terry Maltese
Maltese Capital Holdings, LLC
By:		/s/ Terry Maltese
		Terry Maltese Managing Member

Page 9 of 9

SK 27061 0003 7056620 v2

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