SC 13G: ORRSTOWN FINANCIAL SERVICES INC

AI Summary

SC 13G filing by ORRSTOWN FINANCIAL SERVICES INC.

Risk Assessment

Risk Level: low

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Filing Documents

• orrf-sc13g_093024.htm (SC 13G) — 144KB
• 0001999371-24-014717.txt ( ) — 145KB

From the Filing

SC 13G 1 orrf-sc13g_093024.htm SCHEDULE TO REPORT BENEFICIAL OWNERSHIP UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 ORRSTOWN FINANCIAL SERVICES INC. (Name of Issuer) Common Stock, no par value (Titles of Class of Securities) 687380105 (CUSIP Number) September 30, 2024 (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-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out of 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 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, as amended (the “ 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. 687380105 13G Page 2 of 11 1 NAME OF REPORTING PERSON Fourthstone LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 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 1,811,825 7 SOLE DISPOSITIVE POWER - 0 - 8 SHARED DISPOSITIVE POWER 1,811,825 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,811,825 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.35(1) 12 TYPE OF REPORTING PERSON IA (1) Based on 19,370,897 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of August 5, 2024, based on the Issuer’s Form 10-Q filed with the SEC on August 8, 2024. Fourthstone LLC acquired the Issuer’s shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with the effect of changing or influencing the control of the Issuer. CUSIP No. 687380105 13G Page 3 of 11 1 NAME OF REPORTING PERSON Fourthstone Master Opportunity Fund Ltd 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER - 0 - 6 SHARED VOTING POWER 1,339,038 7 SOLE DISPOSITIVE POWER - 0 - 8 SHARED DISPOSITIVE POWER 1,339,038 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,339,038 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.91% (2) 12 TYPE OF REPORTING PERSON OO (2) Based on 19,370,897 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of August 5, 2024, based on the Issuer’s Form 10-Q filed with the SEC on August 8, 2024. CUSIP No. 687380105 13G Page 4 of 11 1 NAME OF REPORTING PERSON Fourthstone GP LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 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 472,787 7 SOLE DISPOSITIVE POWER - 0 - 8 SHARED DISPOSITIVE POWER 472,787 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,787 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.44% (3) 12 TYPE OF REPORTING PERSON OO (3) Based on 19,370,897 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of August 5, 2024, based on the Issuer’s Form 10-Q filed with the SEC on August 8, 2024. Fourthstone GP LLC is the general partner of and may be deemed to beneficially own securities owned by Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP. CUSIP No. 687380105 13G Page 5 of 11 1 NAME OF REPORTING PERSON Fourthstone QP Opportunity Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 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 416,313 7 SOLE DISPOSITIVE POWER - 0 - 8 SHARED DISPOSITIVE POWER 416,313 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 416,313 10 CHECK BOX IF THE AGGREGATE AMOUNT

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