UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. _)*

 

Guaranty Fed Bancshares (GFED)
 (Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
40108P101
(CUSIP Number)
 
05/08/2014
(Date of Event Which Requires Filing of this Statement)

 

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

 

  ☐ Rule 13d-1(b)
     
  ☒ Rule 13d-1I
     
  ☐ 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 .  40108P101   Page 2 of 12

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

FJ Capital Management, LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 225,323 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER 19,253 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 225,323 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.29%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
                 

 

(1)Consists of 6,992 shares of common stock held by FJ Capital Long/Short Equity Fund LLC, of which FJ Capital Management LLC is the managing member, 206,070 shares held by Bridge Equities III LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 12,261 shares of common stock held by various other managed accounts that FJ Capital Management manages and that are the record owners. Mr. Friedman is the managing member of FJ Capital Management LLC.

 

(2)Consists of 6,992 shares of common stock held by FJ Capital Long/Short Equity Fund LLC, of which FJ Capital Management LLC is the managing member, and 12,261 shares owned by various other managed accounts that FJ Capital Management manages and that are the record owners. Mr. Friedman is the managing member of FJ Capital Management LLC.

 
 

 

 

CUSIP No . 

 40108P101   Page 3 of 12

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

FJ Capital Long Short Equity Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 6,992 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

6,992 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 6,992(1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 .16%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
                 

 

(1)Consists of 6,992 shares of common stock.

 
 
CUSIP No .  40108P101   Page 4 of 12

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

Martin Friedman

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 225,323 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER 19,253 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 225,323 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.29%

 

12

 

TYPE OF REPORTING PERSON

 

 IN
         

 

(3)Consists of 6,992 shares of common stock held by FJ Capital Long/Short Equity Fund LLC, of which FJ Capital Management LLC is the managing member, 206,070 shares held by Bridge Equities III LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 12,261 shares of common stock held by various other managed accounts that FJ Capital Management manages and that are the record owners. Mr. Friedman is the managing member of FJ Capital Management LLC.

 

(4)Consists of 6,992 shares of common stock held by FJ Capital Long/Short Equity Fund LLC, of which FJ Capital Management LLC is the managing member, and 12,261 shares owned by various other managed accounts that FJ Capital Management manages and that are the record owners. Mr. Friedman is the managing member of FJ Capital Management LLC.

 

 
 

 

CUSIP No . 

 40108P101   Page 5 of 12

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

Bridge Equities III LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 206,070 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

206,070 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 206,070 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.84%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 

(1)Consists of 206,070 shares of common stock.
 
 

 

CUSIP No .  40108P101   Page 6 of 12

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

SunBridge Manager LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 206,070 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

206,070 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 206,070 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.84%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 

(1) Consists of 206,070 shares of common stock held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member.

 
 

 

CUSIP No .  40108P101   Page 7 of 12

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

SunBridge Holdings LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 206,070 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

206,070 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 206,070 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.84%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 

(1) Consists of 206,070 shares of common stock held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC.

 
 

 

CUSIP No .  40108P101   Page 8 of 12

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

Realty Investment Company Inc.

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Maryland
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER

 

206,070 (1)

EACH
REPORTING		 7 SOLE DISPOSITIVE POWER 206,070 (1)
PERSON
WITH		 8 SHARED DISPOSITIVE POWER [  ]

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 206,070 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.84%

 

12

 

TYPE OF REPORTING PERSON

 

 CO
         

 

 

(1) Consists of 206,070 shares of common stock held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC.

 

 
 

 

CUSIP No .  440108P101   Page 9 of 12

 

Item 1(a).   Name of Issuer:
     
    Guaranty Fed Bancshares (GFED)
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    1341 West Battlefield Road
Springfield, MO 65807
     
     
Item 2(a).   Name of Person Filing:
     
    FJ Capital Management, LLC
     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
   

FJ Capital Management, LLC

1313 Dolley Madison Blvd, Ste 306

McLean, VA 22101

 

FJ Capital Long Short Equity Fund LLC

1313 Dolley Madison Blvd., Ste 306

   

McLean, VA 22101

 

Martin S. Friedman

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

Bridge Equities III LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

SunBridge Manager LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

SunBridge Holdings LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

Realty Investment Company Inc

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

     
Item 2(c).   Citizenship:
     
    FJ Capital Long Short Equity Fund LLC, Bridge Equities III LLC, FJ Capital Management LLC, SunBridge Manager LLC, SunBridge Holdings LLC – Delaware limited liability companies
    Martin S. Friedman – United States citizen
    Realty Investment Company Inc – Maryland corporation
 
 

 

CUSIP No.  440108P101   Page 10 of 12

 

Item 2(d).   Title of Class of Securities:
     
    Common Stock
     
Item 2(e).   CUSIP Number:
     
    40108P101
     
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) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
  (b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.
   
  Ownership information is provided as of:

 

  (a) Amount beneficially owned:  
   

FJ Capital Management LLC – 225,323 shares

FJ Capital Long Short Equity Fund LLC – 6,992 shares

Bridge Equities III LLC – 206,070 shares

Martin S. Friedman – 225,323 shares

SunBridge Manager LLC – 206,070 shares

SunBridge Holdings LLC - 206,070 shares

Realty Investment Company Inc – 206,070 shares

       
       

 
 

CUSIP No.  440108P101   Page 11 of 12

 

  (b) Percent of class:
   

 

FJ Capital Management LLC – 5.29%

   

FJ Capital Long Short Equity Fund LLC - 0.16%

Martin S. Friedman – 5.29%

Bridge Equities III LLC -4.84%

SunBridge Manager LLC – 4.84%

SunBridge Holdings LLC – 4.84%

Realty Investment Company Inc -4.84%

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      All Reporting Persons – 0
       
    (ii) Shared power to vote or to direct the vote
       
     

FJ Capital Management LLC – 225,323 shares

FJ Capital Long Short Equity Fund LLC – 6,992 shares

Bridge Equities III LLC – 206,070 shares

Martin S. Friedman – 225,323 shares

SunBridge Manager LLC – 206,070 shares

SunBridge Holdings LLC - 206,070 shares

Realty Investment Company Inc – 206,070 shares

       
    (iii) Sole power to dispose or to direct the disposition of
       
      All Reporting Persons – 0
       
    (iv) Shared power to dispose or to direct the disposition of
       
     

FJ Capital Management LLC – 19,253 shares

FJ Capital Long Short Equity Fund LLC – 6,992 shares

Bridge Equities III LLC – 206,070 shares

Martin S. Friedman – 19,253 shares

SunBridge Manager LLC – 206,070 shares

SunBridge Holdings LLC - 206,070 shares

Realty Investment Company Inc - 206,070 shares

 

 
 

 

CUSIP No.  40108P101   Page 12 of 12

 

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.
   
 

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary
   
Item 8. Identification and Classification of Members of the Group.
   
  If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
   
Item 9. Notice of Dissolution of Group.
   
  Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
   
Item 10. Certification.

 

By signing below I certify that, to the best of my 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.

 
 

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.

 

   

 

Date: 05/15/2014

 

 

 

 

 

FJ Capital Long/Short Equity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

By: /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

 

FJ Capital Management LLC

 

 

By: /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

 

 

 

 

/s/ Martin S. Friedman
MARTIN S. FRIEDMAN

 

 

 

 
 

 

 

 

Bridge Equities III, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

 

 

SunBridge Manager, LLC

 

 

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

 

 

 

SunBridge Holdings, LLC

By: Realty Investment Company, Inc., its Manager

 

 

 

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

 

 

realty investment company, inc.

 

 

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C, 1001)

 

 

 
 

Exhibit 1

Joint Filing Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock Guaranty Fed Bancshares (GFED) shall be filed on behalf of the undersigned.

FJ Capital Long/Short Equity Fund LLC   Bridge Equities III, LLC
By: FJ Capital Management, LLC   By: SunBridge Manager, LLC, its Managing Member
         
         
         
By: /s/ Martin S. Friedman   By: /s/ Christine A. Shreve
  Name: Martin S. Friedman     Name: Christine A. Shreve
  Title:  Managing Member     Title: Manager
         
          
FJ Capital Management LLC     SunBridge Manager, LLC
         
         
By: /s/ Martin S. Friedman   By: /s/ Christine A. Shreve
  Name: Martin S. Friedman     Name: Christine A. Shreve
  Title:  Managing Member     Title: Manager
         
        SunBridge Holdings, LLC
        By: Realty Investment Company, Inc., its Manager
         
         
/s/ Martin S. Friedman     /s/ Christine A. Shreve
MARTIN S. FRIEDMAN     Name: Christine A. Shreve
      Title: President
       
       
      realty investment company, inc.
       
      /s/ Christine A. Shreve
      Name: Christine A. Shreve
      Title: President