Edgar Filing: First Savings Financial Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

First Savings Financial Group, Inc (FSFG)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

33621E109

(CUSIP Number)

12/31/2015

(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 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).

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Financial Opportunity 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	123,708(1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	123,708 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			123,708 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.61%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 123,708 shares of common stock.

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Andrew Jose
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	11,627 (1)
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER
EACH REPORTING		7	SOLE DISPOSITIVE POWER	11,627(1)
PERSON WITH		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			11,627 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.53%
12	TYPE OF REPORTING PERSON			IN

(1)

Consists of 11,627 shares of common stock owned by Andrew Jose, Co-Founder and Managing Partner of FJ Capital Management LLC.

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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	123,708(1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	123,708(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			123,708 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.61%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 123,708 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the Managing Member.

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Martin S. 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	71,794 (1)
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	123,708 (2)
EACH REPORTING		7	SOLE DISPOSITIVE POWER	71,794 (1)
PERSON WITH		8	SHARED DISPOSITIVE POWER	123, 708 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			195,502(3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			8.87%
12	TYPE OF REPORTING PERSON			IN

(1)

Consists of 71,794 shares of common stock held individually by Martin Friedman, Managing Member of FJ Capital Management LLC.

(2)

Consists of 123,708 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the Managing Member. Martin Friedman is the Managing Member of FJ Capital Management LLC.

(3)

Consists of 123,708 shares of common stock held by Financial Opportunity Fund LLC of which FJ Capital Management LLC is the managing member and 71,794 shares of common stock held individually by Martin Friedman, the managing member of FJ Capital Management LLC.

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Item 1(a).		Name of Issuer:

		First Savings Financial Group, Inc (FSFG)

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		501 East Lewis & Clark Parkway Clarksville, IN 47129
		501 East Lewis & Clark Parkway Clarksville, IN 47129

Item 2(a).		Name of Person Filing:

		This Schedule 13G is being filed on behalf of the following Reporting Persons: Financial Opportunity Fund LLC Andrew Jose FJ Capital Management LLC
		Martin S. Friedman
Item 2(b).		Address of Principal Business Office or, if None, Residence:
		Financial Opportunity Fund LLC 1313 Dolley Madison Blvd., Ste 306
		McLean, VA 22101 Andrew Jose 1313 Dolley Madison Blvd., Ste 306
		McLean, VA 22101 FJ Capital Management, LLC 1313 Dolley Madison Blvd., STE 306 McLean, VA 22101 Martin S. Friedman 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101

Item 2(c).		Citizenship:

		Financial Opportunity Fund LLC, FJ Capital Management LLC – Delaware limited liability companies Andrew F. Jose – United States citizen
		Martin S. Friedman – United States citizen

Item 2(d).		Title of Class of Securities:

		Common Stock

Item 2(e).		CUSIP Number:
		33621E109

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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:

		Financial Opportunity Fund LLC – 123,708 shares Andrew F. Jose – 11,627 shares FJ Capital Management LLC – 123,708 shares Martin S. Friedman – 195,499 shares

	(b)	Percent of class:

		Financial Opportunity Fund LLC – 5.61% Andrew F. Jose - 0.53% FJ Capital Management LLC – 5.61% Martin S. Friedman – 8.87%

	(c)	Number of shares as to which such person has:

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		(i)	Sole power to vote or to direct the vote

			Andrew F. Jose – 11,703 shares Martin S. Friedman - 71,794 shares

		(ii)	Shared power to vote or to direct the vote

			Financial Opportunity Fund LLC – 123,708 shares FJ Capital Management LLC – 123,708 shares Martin S. Friedman – 123,708 shares

		(iii)	Sole power to dispose or to direct the disposition of

			Andrew F. Jose – 11,703 shares Martin S. Friedman - 71,794 shares

		(iv)	Shared power to dispose or to direct the disposition of

			Financial Opportunity Fund LLC – 123,708 shares FJ Capital Management LLC – 123,708 shares Martin S. Friedman – 123,708 shares

Item 5.	Ownership of Five Percent or Less of a Class.

	N/A

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	N/A

Item 8.	Identification and Classification of Members of the Group.

	Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

Item 9.	Notice of Dissolution of Group.

	N/A

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.

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