cg152.htm
CUSIP No. 687380105
Page 1 of 19 Pages


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934




ORRSTOWN FINANCIAL SERVICES, INC.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)


687380105
(CUSIP Number)

Mr. Richard Lashley
PL Capital, LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL  60540
(973) 360-1666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 12, 2012
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box £.

 
 
 
CUSIP No. 687380105
Page 2 of 19 Pages



1
NAME OF REPORTING PERSON
PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
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)
 
 
£
 
 
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
422,924
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
422,924
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,924
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14
TYPE OF REPORTING PERSON
OO


 
 
 
CUSIP No. 687380105
Page 3 of 19 Pages



1
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
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)
£
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
277,739
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
277,739
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,739
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14
TYPE OF REPORTING PERSON
PN
 


 
 
 
CUSIP No. 687380105
Page 4 of 19 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)   £
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)
£
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
93,562
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
93,562
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,562
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No. 687380105
Page 5 of 19 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)   £
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)
£
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
94,966
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
94,966
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,966
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No. 687380105
Page 6 of 19 Pages



1
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
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)
£
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
94,966
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
94,966
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,966
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14
TYPE OF REPORTING PERSON
OO


 
 
 
CUSIP No. 687380105
Page 7 of 19 Pages



1
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
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)
£
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
517,260
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
517,260
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,260
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON
OO


 
 
 
CUSIP No. 687380105
Page 8 of 19 Pages



1
NAME OF REPORTING PERSON
John W. Palmer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
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)
£
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
517,260
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
517,260
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,260
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON
IN


 
 
 
CUSIP No. 687380105
Page 9 of 19 Pages



1
NAME OF REPORTING PERSON
Richard J. Lashley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
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)
£
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
517,260
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
517,260
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,260
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON
IN


 
 
 
CUSIP No. 687380105
Page 10 of 19 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)   £
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)
£
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
50,993
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
50,993
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,993
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14
TYPE OF REPORTING PERSON
PN

 
 
 
CUSIP No. 687380105
Page 11 of 19 Pages


Item 1.
Security and Issuer

This initial Schedule 13D relates to the common stock, no par value (“Common Stock”), of Orrstown Financial Services, Inc. (the “Company” or “Orrstown”).  The address of the principal executive offices of the Company is 77 East King Street, P.O. Box 250, Shippensburg, PA 17257.
 
Item 2.
Identity and Background

This initial Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this amended Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to this Schedule 13D.
 
●  
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;
 
●  
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;
 
(a)-(c)             This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
 
 
(1)
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, 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 (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

 
 
 
CUSIP No. 687380105
Page 12 of 19 Pages



 
(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;

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.
 
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
 
(f)           All of the individuals who are members of the PL Capital Group are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
In aggregate, the PL Capital Group owns 517,260 shares of Common Stock of the Company acquired at an aggregate cost of $4,147,075.
 
From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no members of the PL Capital Group have margin from BNP Paribas or other loans outstanding secured by Common Stock except for Focused Fund.
 
The amount of funds expended by Financial Edge Fund to acquire the 277,739 shares of Common Stock it holds in its name is $2,208,225.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.
 

 
 
 
CUSIP No. 687380105
Page 13 of 19 Pages

 
The amount of funds expended by Financial Edge Strategic to acquire the 93,562 shares of Common Stock it holds in its name is $733,752.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Focused Fund to acquire the 50,993 shares of Common Stock it holds in its name is $407,314.  Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Goodbody/PL LP to acquire the 94,966 shares of Common Stock it holds in its name is $797,784.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.
 
Item 4.
Purpose of Transaction

This is the PL Capital Group’s initial Schedule 13D filing.  The PL Capital Group owns 6.4% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of August 1, 2012.  PL Capital Group acquired the Common Stock because it believes the Common Stock is undervalued.  PL Capital’s intent is to monitor the performance of the Company and the actions of the Company’s management and board, and where needed, to assert PL Capital Group’s stockholder rights.

Unless otherwise noted in this amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.
 
Item 5.
Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 8,065,261, reported as the number of outstanding shares as of August 1, 2012, in the Company’s Quarterly Report on Form 10-Q filed on August 9, 2012.
 
The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:
 
(A)
Financial Edge Fund

(a)-(b)           See cover page.

 
 
 
CUSIP No. 687380105
Page 14 of 19 Pages



 
(c)
Financial Edge Fund 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)
09/05/2012
160
$8.64
$(1,432)
10/12/2012
38,004
$8.75
$(334,445)
10/15/2012
3,386
$9.00
$(30,653)
10/16/2012
300
$9.02
$(2,725)
10/17/2012
5,273
$9.20
$(48,770)
10/18/2012
1,094
$9.25
$(10,169)
10/19/2012
10,620
$9.48
$(101,163)

 
(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

(a)-(b)           See cover page.

 
(c)
Financial Edge Strategic 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)
10/12/2012
12,000
$8.75
$(105,610)
 
 
(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.

(C)
Focused Fund

(a)-(b)           See cover page.

 
 
 
CUSIP No. 687380105
Page 15 of 19 Pages



 
(c)
Focused Fund 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)
10/12/2012
12,000
$8.75
$(105,610)
10/15/2012
1,452
$9.00
$(13,154)
 
 
(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

(a)-(b)           See cover page.

 
(c)
Goodbody/PL LP 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)
08/15/2012
800
$8.20
$(6,610)
08/17/2012
1,832
$8.42
$(15,466)
08/24/2012
900
$8.33
$(7,547)
08/27/2012
200
$8.27
$(1,704)
08/28/2012
1,000
$8.43
$(8,480)
08/30/2012
2,300
$8.50
$(19,600)
09/05/2012
2,700
$8.50
$(23,000)
09/12/2012
10,000
$8.99
$(90,388)
10/12/2012
30,000
$8.75
$(264,010)
10/18/2012
1,231
$9.01
$(11,151)
10/19/2012
5,000
$9.47
$(47,634)

 
(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. 687380105
Page 16 of 19 Pages


 
(E)           PL Capital

(a)-(b)           See cover page.

 
(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.

(F)           PL Capital Advisors

(a)-(b)           See cover page.

 
(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.

(G)           Goodbody/PL LLC

(a)-(b)           See cover page.

 
(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.

(H)           Mr. John W. Palmer

(a)-(b)           See cover page.

 
(c)
Mr. Palmer did not purchase or sell any shares of Common Stock directly.

 
 
 
CUSIP No. 687380105
Page 17 of 19 Pages



(I)           Richard J. Lashley

(a)-(b)           See cover page.

 
(c)
Mr. Lashley did not purchase or sell shares of Common Stock during the past 60 days.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.
 
Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 1 to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
 
 
Item 7.
Material to be Filed as Exhibits
 
Exhibit No.
Description
   
1
Joint Filing Agreement

 
 
 
CUSIP No. 687380105
Page 18 of 19 Pages


SIGNATURES

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.

Date:           October 19, 2012


FINANCIAL EDGE FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
FINANCIAL EDGE-STRATEGIC FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
PL CAPITAL/FOCUSED FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
GOODBODY/PL CAPITAL, L.P.
 
By:           GOODBODY/PL CAPITAL, LLC
General Partner
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 

4847-62
 
 
 
CUSIP No. 687380105
Page 19 of 19 Pages



GOODBODY/PL CAPITAL, LLC
 
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
By:          /s/ Richard J. Lashley   
Richard J. Lashley
Managing Member
 
PL CAPITAL ADVISORS, LLC
 
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
PL CAPITAL, LLC
 
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 

 
By:           /s/ John W. Palmer
John W. Palmer
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
 

4847-62
 
 
 

EXHIBIT 1
 
JOINT FILING AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
 
Date:           October 19, 2012

FINANCIAL EDGE FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
FINANCIAL EDGE-STRATEGIC FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
PL CAPITAL/FOCUSED FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
GOODBODY/PL CAPITAL, L.P.
 
By:           GOODBODY/PL CAPITAL, LLC
General Partner
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 

 
 
 
4846-6
 
 
 


GOODBODY/PL CAPITAL, LLC
 
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
PL CAPITAL ADVISORS, LLC
 
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
PL CAPITAL, LLC
 
 
By:           /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 

 
By:           /s/ John W. Palmer
John W. Palmer
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
 


 

 
2