Basswood Capital Management LLC

11/14/2024 | Press release | Distributed by Public on 11/14/2024 18:28

Amendment to Beneficial Ownership Report - Form SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Under the Securities Exchange Act of 1934)
(Amendment No. 12)*

Dime Community Bancshares, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)

25432X102
(CUSIP Number)

Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
Attn: Matthew Lindenbaum
Telephone: (212) 521-9500

With a copy to:

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attn: Michael E. Brandt, Esq.
Telephone: (212) 728-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2024

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 25432X102
1.
Name of Reporting Person
Basswood Capital Management, L.L.C.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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
1,750,616
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
1,750,616
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,616
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
4.01%
14.
Type of Reporting Person (See Instructions)
IA

1
CUSIP No. 25432X102
1.
Name of Reporting Person
Basswood Partners, L.L.C.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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
698,490
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
698,490
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
698,490
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
1.60%
14.
Type of Reporting Person (See Instructions)
OO

2
CUSIP No. 25432X102
1.
Name of Reporting Person
Basswood Opportunity Partners, LP
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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
494,874
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
494,874
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
494,874
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
1.13%
14.
Type of Reporting Person (See Instructions)
PN

3
CUSIP No. 25432X102
1.
Name of Reporting Person
Basswood Opportunity Fund, Inc.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7.
Sole Voting Power
0
8.
Shared Voting Power
7,905
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
7,905
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
7,905
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
0.02%
14.
Type of Reporting Person (See Instructions)
CO

4
CUSIP No. 25432X102
1.
Name of Reporting Person
Basswood Financial Fund, LP
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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
156,654
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
156,654
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
156,654
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
0.36%
14.
Type of Reporting Person (See Instructions)
PN

5
CUSIP No. 25432X102
1.
Name of Reporting Person
Basswood Financial Long Only Fund, LP
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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
46,962
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
46,962
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
46,962
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
0.11%
14.
Type of Reporting Person (See Instructions)
PN

6
CUSIP No. 25432X102
1.
Name of Reporting Person
Basswood Co-Investment Fund (SPC), Ltd., For and on Behalf of Segregated Portfolio C-1
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7.
Sole Voting Power
0
8.
Shared Voting Power
0
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
0%
14.
Type of Reporting Person (See Instructions)
CO

7
CUSIP No. 25432X102
1.
Name of Reporting Person
Matthew Lindenbaum
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7.
Sole Voting Power
175,086
8.
Shared Voting Power
1,750,616
9.
Sole Dispositive Power
175,086
10.
Shared Dispositive Power
1,750,616
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,925,702
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
4.41%
14.
Type of Reporting Person (See Instructions)
IN/HC

8
CUSIP No. 25432X102
1.
Name of Reporting Person
Bennett Lindenbaum
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7.
Sole Voting Power
138,282
8.
Shared Voting Power
1,750,616
9.
Sole Dispositive Power
138,282
10.
Shared Dispositive Power
1,750,616
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,888,898
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
4.33%
14.
Type of Reporting Person (See Instructions)
IN/HC

9
This Amendment No. 12 to Schedule 13D (this "Amendment No. 12") is being filed with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Dime Community Bancshares, Inc. (formerly Bridge Bancorp, Inc.) to amend the Schedule 13D filed on June 29, 2015, as amended by Amendment No. 1 to Schedule 13D filed on June 28, 2016, Amendment No. 2 to Schedule 13D filed on November 25, 2016, Amendment No. 3 to Schedule 13D filed on July 24, 2017, Amendment No. 4 to Schedule 13D filed on November 16, 2017, Amendment No. 5 to Schedule 13D filed on December 18, 2017, Amendment No. 6 to Schedule 13D filed on September 10, 2018, Amendment No. 7 to Schedule 13D filed on December 20, 2019 Amendment No. 8 to Schedule 13D filed on February 5, 2021, Amendment No. 9 to Schedule 13D filed on May 20, 2022, Amendment No. 10 to Schedule 13D filed on August 31, 2022, and Amendment No. 11 to Schedule 13D filed on December 12, 2022 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No .7, Amendment No.8, Amendment No.9, Amendment No.10 and Amendment No.11, the "Schedule 13D").

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On November 12, 2024, the Issuer completed the public offering of 4,492,187 shares (which includes 585,937 shares issued to the underwriters as a result of their exercise in full of their option to purchase additional shares) of Common Stock at a price of $32.00 per share (the "Follow-on Offering").

In connection with the Follow-on Offering, on November 8, 2024, Matthew Lindenbaum entered into a lock-up agreement (the "Lock-Up Agreement") with the Issuer pursuant to which Matthew Lindenbaum agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for a period of 90 days from November 12, 2024. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 12 and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Items 5(a) - 5(c) and 5(e) of the Schedule 13D are hereby amended to reflect the following:
(a) and (b). As of the date of this Amendment No. 12, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D. The total number of shares each of the Reporting Persons beneficially owns represents such percentages of the Common Stock outstanding as set forth on the cover pages to this Schedule 13D based upon the approximately 43,643,837 million shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer's Prospectus Supplement on Form S-3 filed with the Securities and Exchange Commission on November 13, 2024.
(c) Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons during the past 60 days. All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions.
(e) As of November 12, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Common Stock of the Issuer.
Item 7. Material to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit 2: Form of Lock-Up Agreement.

10
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.
Dated: November 14, 2024

Basswood Capital Management, L.L.C.
By:
/s/ Matthew Lindenbaum
Name: Matthew Lindenbaum
Title: Managing Member

Basswood Partners, L.L.C.
By:
/s/ Matthew Lindenbaum
Name: Matthew Lindenbaum
Title: Managing Member


Basswood Opportunity Partners, LP
By: Basswood Capital Management, L.L.C.
By:
/s/ Matthew Lindenbaum
Name: Matthew Lindenbaum
Title: Managing Member


Basswood Opportunity Fund, LP
By: Basswood Capital Management, L.L.C.
By:
/s/ Matthew Lindenbaum
Name: Matthew Lindenbaum
Title: Managing Member


Basswood Financial Fund, LP
By: Basswood Capital Management, L.L.C.
By:
/s/ Matthew Lindenbaum
Name: Matthew Lindenbaum
Title: Managing Member

Basswood Financial Long Only Fund, LP
By: Basswood Capital Management, L.L.C.
By:
/s/ Matthew Lindenbaum
Name: Matthew Lindenbaum
Title: Managing Member


Basswood CoInvestment Fund (SPC), Ltd.,
For and on Behalf of Segregated Portfolio C-1
By: Basswood Capital Management, L.L.C.
By:
/s/ Matthew Lindenbaum
Name: Matthew Lindenbaum
Title: Managing Member


/s/ Matthew Lindenbaum
Matthew Lindenbaum
/s/ Bennett Lindenbaum
Bennett Lindenbaum

11
SCHEDULE I

Transaction Type
Fund
Trade Date
Shares Purchased/Sold
Price (Gross)
Trade Amount
Buy
Basswood Managed Account
11/12/24
29,000
$32
$928,000.00
12