CUSIP No. 06643P104
|
Page 1 of 27 Pages
|
CUSIP No. 06643P104
|
Page 2 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
969,396
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
969,396
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,396
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 06643P104
|
Page 3 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
636,425
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
636,425
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,425
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 4 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
181,167
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
181,167
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,167
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 5 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
194,845
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
194,845
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,845
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 6 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
194,845
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
194,845
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,845
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 06643P104
|
Page 7 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,119,222
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,119,222
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,119,222
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 06643P104
|
Page 8 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
John W. Palmer
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,164,241
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,164,241
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,241
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 06643P104
|
Page 9 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Richard J. Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,164,241
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,164,241
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,241
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 06643P104
|
Page 10 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
106,785
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
106,785
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,785
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 06643P104
|
Page 11 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Albernet OU
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
45,019
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
45,019
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,019
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 06643P104
|
Page 12 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Dr. Irving Smokler
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
45,019
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
45,019
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,019
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 06643P104
|
Page 13 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Lashley Family 2011 Trust
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,000
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 06643P104
|
Page 14 of 27 Pages
|
1
|
NAME OF REPORTING PERSON
Beth Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,000
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 06643P104
|
Page 15 of 27 Pages
|
●
|
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
|
●
|
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
|
●
|
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);
|
●
|
PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and holder of certain discretionary authority over the Common Stock held by Albernet OU;
|
●
|
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;
|
●
|
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
|
●
|
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;
|
●
|
John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC;
|
●
|
Lashley Family 2011 Trust, a New Jersey irrevocable trust;
|
●
|
Beth Lashley, Trustee, Lashley Family 2011 Trust;
|
●
|
Albernet OU, an Estonian company; and
|
●
|
Dr. Irving Smokler, principal of Albernet OU.
|
CUSIP No. 06643P104
|
Page 16 of 27 Pages
|
|
(1)
|
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Albernet OU, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and the holder of certain discretionary authority over shares of Common Stock held by Albernet OU (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;
|
|
(2)
|
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP;
|
CUSIP No. 06643P104
|
Page 17 of 27 Pages
|
CUSIP No. 06643P104
|
Page 18 of 27 Pages
|
(A)
|
Financial Edge Fund
|
CUSIP No. 06643P104
|
Page 19 of 27 Pages
|
|
(c)
|
Financial Edge Fund made the following purchases and sales of Common Stock in the past 60 days:
|
Date
|
Number of Shares Purchased (Sold)
|
Price per Share
|
Total (Cost)
Proceeds
|
02/06/13
|
(25,000)
|
$7.25
|
$180,988
|
02/05/13
|
255,000
|
$7.25
|
$(1,858,960)
|
02/05/13
|
505
|
$7.22
|
$(3,711)
|
12/28/12
|
2,900
|
$6.96
|
$(20,399)
|
12/14/12
|
36
|
$6.97
|
$(301)
|
12/13/12
|
36,590
|
$7.00
|
$(257,969)
|
12/11/12
|
7,088
|
$7.00
|
$(50,021)
|
|
(d)
|
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.
|
(B)
|
Financial Edge Strategic
|
|
(c)
|
Financial Edge Strategic made the following purchases and sales of Common Stock in the past 60 days:
|
Date
|
Number of Shares Purchased (Sold)
|
Price per Share
|
Total (Cost)
Proceeds
|
02/06/13
|
(7,100)
|
$7.25
|
$57,393
|
02/06/13
|
500
|
$7.21
|
$(3,655)
|
02/05/13
|
60,000
|
$7.25
|
$(437,410)
|
12/13/12
|
15,000
|
$7.00
|
$(105,760)
|
12/12/12
|
6,141
|
$7.05
|
$(43,375)
|
12/11/12
|
2,400
|
$7.00
|
$(16,930)
|
12/10/12
|
5,600
|
$6.97
|
$(39,116)
|
|
(d)
|
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.
|
CUSIP No. 06643P104
|
Page 20 of 27 Pages
|
(C)
|
Focused Fund
|
|
(c)
|
Focused Fund made the following purchases and sales of Common Stock in the past 60 days.
|
Date
|
Number of Shares Purchased (Sold)
|
Price per Share
|
Total (Cost)
Proceeds
|
02/06/13
|
(4,400)
|
$7.25
|
$31,846
|
02/06/13
|
400
|
$7.21
|
$(2,934)
|
02/05/13
|
35,000
|
$7.25
|
$(255,160)
|
02/04/13
|
2,135
|
$7.25
|
$(15,529)
|
12/13/12
|
15,000
|
$7.00
|
$(105,760)
|
12/11/12
|
1,300
|
$7.00
|
$(9,175)
|
|
(d)
|
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.
|
(D)
|
Goodbody/PL LP
|
|
(c)
|
Goodbody/PL LP made the following purchases and sales of Common Stock in the past 60 days.
|
Date
|
Number of Shares Purchased (Sold)
|
Price per Share
|
Total (Cost)
Proceeds
|
02/06/13
|
(7,500)
|
$7.25
|
$54,289
|
02/05/13
|
50,000
|
$7.25
|
$(364,510)
|
12/13/12
|
32,000
|
$7.00
|
$(225,610)
|
12/11/12
|
2,000
|
$7.00
|
$(14,110)
|
|
(d)
|
Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.
|
CUSIP No. 06643P104
|
Page 21 of 27 Pages
|
|
(c)
|
PL Capital has made no purchases or sales of Common Stock directly.
|
|
(d)
|
PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund. PL Capital has certain discretionary authority over the shares of Common Stock held by Albernet OU and therefore may be deemed to share dispositive power with Albernet OU and Dr. Irving Smokler over the shares of Common Stock held by Albernet OU.
|
|
(c)
|
PL Capital Advisors has made no purchases or sales of Common Stock directly.
|
|
(d)
|
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.
|
|
(c)
|
Goodbody/PL LLC has made no purchases or sales of Common Stock directly.
|
|
(d)
|
Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.
|
CUSIP No. 06643P104
|
Page 22 of 27 Pages
|
|
(c)
|
Mr. Palmer did not purchase or sell any shares of Common Stock directly during the past 60 days.
|
|
(c)
|
Mr. Lashley did not purchase or sell any shares of Common Stock directly during the past 60 days.
|
|
(c)
|
Lashley Family 2011 Trust did not purchase or sell any shares of Common Stock during the past 60 days.
|
|
(d)
|
Beth Lashley is the Trustee of the Lashley Family 2011 Trust and may be deemed to share with the Lashley Family 2011 Trust the power of voting and disposition with regard to the shares of Common Stock held by the Lashley Family 2011 Trust.
|
|
(c)
|
Mrs. Lashley did not purchase or sell any shares of Common Stock during the past 60 days.
|
(L)
|
Albernet OU
|
CUSIP No. 06643P104
|
Page 23 of 27 Pages
|
|
(c)
|
Albernet OU made the following purchases (and no sales) of Common Stock in the past 60 days:
|
Date
|
Number of Shares Purchased
|
Price per Share
|
Total (Cost)
|
02/06/13
|
44,809
|
$7.25
|
$(325,765)
|
02/06/13
|
19
|
$7.20
|
$(137)
|
02/05/13
|
191
|
$7.25
|
$(1,393)
|
|
(d)
|
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, which has the power of disposition over the shares of Common Stock held by Albernet OU, Mr. Palmer and Mr. Lashley are deemed to share disposition power with Albernet OU and Dr. Irving Smokler with regard to those shares of Common Stock held by Albernet OU.
|
|
Because Dr. Irving Smokler is the principal of Albernet OU, he is deemed to share the power of disposition of shares of Common Stock held by Albernet OU with Messrs. Palmer and Lashley, and he shares the power of voting and disposition of shares of Common Stock held by Albernet OU with Albernet OU.
|
(M)
|
Dr. Irving Smokler
|
|
(c)
|
Dr. Smokler did not purchase or sell any shares of Common Stock directly during the past 60 days.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
|
CUSIP No. 06643P104
|
Page 24 of 27 Pages
|
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement
|
CUSIP No. 06643P104
|
Page 25 of 27 Pages
|
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
CUSIP No. 06643P104
|
Page 26 of 27 Pages
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
GOODBODY/PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
PL CAPITAL ADVISORS, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
LASHLEY FAMILY 2011 TRUST
By: /s/ Beth Lashley
Beth Lashley
Trustee
|
ALBERNET OU
By: Dr. Irving Smokler
Dr. Irving Smokler
|
CUSIP No. 06643P104
|
Page 27 of 27 Pages
|
By: /s/ John Palmer
John W. Palmer
|
By: /s/ Richard Lashley
Richard J. Lashley |
By: Dr. Irving Smokler
Dr. Irving Smokler |
By: /s/ Beth Lashley
Beth Lashley |
CUSIP No. 06643P104
|
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
CUSIP No. 06643P104
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
GOODBODY/PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
PL CAPITAL ADVISORS, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard LashleyManaging Member Managing Member
|
LASHLEY FAMILY 2011 TRUST
By: /s/ Beth Lashley
Beth LashleyTrustee
|
ALBERNET OU
By: Dr. Irving Smokler
Dr. Irving Smokler |
By: /s/ John Palmer
John W. Palmer
|
By: /s/ Richard Lashley
Richard J. Lashley
|
By: Dr. Irving Smokler
Dr. Irving Smokler |
By: /s/ Beth Lashley
Beth Lashley |