Nierenberg Investment Management Files SC 13D for Riverview Bancorp

TL;DR

**Nierenberg Investment Management now holds a significant stake in Riverview Bancorp.**

AI Summary

Nierenberg Investment Management Company, Inc. has filed a Schedule 13D on August 21, 2024, reporting beneficial ownership of Riverview Bancorp Inc. common stock. The filing indicates a change in ownership or control, with Nierenberg Investment Management Company, Inc. now holding a significant stake in the company.

Why It Matters

This filing signals a significant investment or potential shift in control for Riverview Bancorp, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often precede activist campaigns or significant corporate actions, introducing uncertainty.

Key Players & Entities

• Nierenberg Investment Management Company, Inc. (company) — Filing entity
• Riverview Bancorp Inc. (company) — Subject company
• David Nierenberg (person) — Authorized representative/beneficial owner
• The D3 Family Funds (company) — Associated fund
• Christopher P. Davis (person) — Legal counsel
• Kleinberg, Kaplan, Wolff & Cohen, P.C. (company) — Legal counsel

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 769397
• $4,580,115 — ported in Item 5(a,b) was approximately $4,580,115. The source of funds for purchases of S

Filing Documents

• riverview13d-082124.htm (SC 13D) — 127KB
• 0001013594-24-000674.txt ( ) — 129KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D (the "Schedule 13D") is being filed with respect to the shares of common stock (the "Shares") of Riverview Bancorp Inc., a Washington corporation (the "Company").

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed on behalf of the following Reporting Persons (collectively, the "Reporting Persons"): The D3 Family Fund, L.P., a Washington limited partnership (the "Family Fund"); The D3 Family Bulldog Fund, L.P. a Washington limited partnership (the "Bulldog Fund" and, together with the Family Fund, the "D3 Family Funds"); Haredale Ltd., a Bahamian corporation (the "Managed Account"), Nierenberg Investment Management Company, Inc., a Washington corporation ("NIMCO"), which is the sole general partner of the D3 Family Funds and the sole investment manager of the Managed Account; and David Nierenberg, a United States citizen, who is the President of NIMCO. (b) The business address of each of the D3 Family Funds, NIMCO and Mr. Nierenberg is 19605 N.E. 8th Street, Camas, Washington 98607. The business address of the Managed Account is 3 rd Floor, Montague Sterling Centre, East Bay Street, Nassau Bahamas. (c) The D3 Family Funds are private investment partnerships, the principal business of which is investing in the equities of public micro-cap issuers. The principal business of the Managed Account is to hold private investments. The principal business of NIMCO is to serve as the general partner of the D3 Family Funds. Mr. Nierenberg's principal occupation is President of NIMCO. (d, e) During the past five years, no Reporting Person has been convicted in a criminal proceeding, or been a party to a civil proceeding, required to be disclosed pursuant to Items 2(d) or (e) of Schedule 13D. (f) The citizenship of each of the Reporting Persons is set forth in paragraph (a) of this Item.

Source and Amount of Funds

Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b) was approximately $4,580,115. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable D3 Family Fund and the Managed Account.

Purpose of Transaction

Item 4. Purpose of Transaction On August 19, the Reporting Persons sent private correspondence to the current board of directors of the Company respectfully asking directors to consider various items related to the efficient operation of the board. That communication was informed by Mr. David Nierenberg's prior service on the board, and his ongoing strong support for the directors and their efforts. Nonetheless, out of an overabundance of caution that the Reporting Persons' communication could potentially be interpreted at least in part as constituting a proposal, and the Reporting Persons have elected to file a 13D to ensure full technical compliance with applicable rules. The Reporting Persons continue to have full confidence in the board and are enthusiastic about recent changes to senior management. The Reporting Persons believe the securities of the Issuer are significantly undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 21,096,968 Shares outstanding as of August 8, 2024, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024. As of the close of business on the date hereof, the Family Fund individually beneficially owned 368,746 Shares, constituting approximately 1.8% of all of the outstanding Shares. As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 649,433 Shares, constituting approximately 3.1% of all of the outstanding Shares. As of the close of business on the date hereof, the Managed Account individually beneficially owned 42,421 Shares, constituting less than 1% of all of the outstanding Shares. By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Managed Account discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 1,060,600 Shares beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Managed Account, constituting approximately 5.0% of all of the outstanding Shares. By virtue of his relationship with NIMCO discussed in further detail in Item 2 and the Shares that he holds in his personal capacity, Mr. Nierenberg may be deemed to be the beneficial owner of the 1,060,600 Shares beneficially owned by NIMCO and those held in his personal capacity, constituting approximately 5.0% of all of the outstanding Shares. The Reporting Persons, in the aggregate, beneficially own 1,060,600 Shares, constituting approximately 5.0% of the outstanding Shares. (b) The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 368,746 Shares held by the Family Fund. The Bulldog Fund, NIMCO and Mr. Niere

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons have entered into a joint filing agreement, dated as of August 7, 2024, a copy of which is attached hereto as Exhibit 1 to the Schedule 13G filed by the Reporting Persons on August 7, 2024, and is incorporated herein by reference .

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits Exhibit 99.1 Joint Filing Agreement to Schedule 13D-G by and among D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., Haredale Ltd., Nierenberg Investment Management Company, Inc. and David Nierenberg, dated as of August 7, 2024 (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13G, filed on August 7, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. Dated: August 21, 2024 D3 FAMILY FUND, L.P. By: Nierenberg Investment Management Company, Inc., its General Partner By: /s/ David Nierenberg David Nierenberg, President D3 FAMILY BULLDOG FUND, L.P. By: Nierenberg Investment Management Company, Inc., its General Partner By: /s/ David Nierenberg David Nierenberg, President HAREDALE LTD. By: Nierenberg Investment Management Company, Inc., its Investment Manager By: /s/ David Nierenberg David Nierenberg, President NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC. By: /s/ David Nierenberg David Nierenberg, President /s/ David Nierenberg DAVID NIERENBERG SCHEDULE 1 Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days Date Buy/Sell Security Approximate Price Per Share 1 Amount of Shares Bought/(Sold) The D3 Family Fund, L.P. 6/28/2024 BUY Common Stock 4.05 139,666 7/2/2024 BUY Common Stock 4.05 17,041 7/3/2024 BUY Common Stock 4.05 16,836 7/17/2024 BUY Common Stock 4.24 239 7/26/2024 BUY Common Stock 4.50 556 7/29/2024 BUY Common Stock 4.58 295 7/30/2024 BUY Common Stock 4.59 243 7/31/2024 BUY Common Stock 4.62 218 8/1/2024 BUY Common Stock 4.56 1,141 8/2/2024 BUY Common Stock 4.53 662 8/5/2024 BUY Common Stock 4.49 1,002 8/6/2024 BUY Common Stock 4.53 190,847 The D3 Family Bulldog Fund, L.P. 6/28/2024 BUY Common Stock

View Full Filing

View this SC 13D filing on SEC EDGAR