PATHWARD FINANCIAL, INC. — Major Shareholding Notification 2011

Feb 15, 2011

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Meta Financial Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

5900U108

(CUSIP Number)

Wilmot B. Harkey

Nantahala Capital Management, LLC

100 First Stamford Place, 2 nd Floor

Stamford, CT 06902

(203)909-6431

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 14, 2011

(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-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*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 and 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.)

(Continued on following page(s))

CUSIP No. 5900U108 13D

| 1. | name of
reporting persons Nantahala
Capital Management, LLC | |
| --- | --- | --- |
| 2. | check
the appropriate box if a member of a group (a) o (b) x | |
| 3. | sec use
only | |
| 4. | source of
funds AF | |
| 5. | check
box if disclosure of legal proceeding is required pursuant to
items 2(d) or
2(e) o | |
| 6. | citizenship
or place of organization United
States | |
| number
of shares beneficially owned by each reporting person with | 7. | sole voting
power 152,844 |
| | 8. | shared
voting power 0 |
| | 9. | sole
dispositive power 152,844 |
| | 10. | shared
dispositive power 0 |
| 11. | aggregate
amount beneficially owned by each reporting person 152,844 | |
| 12. | check
box if the aggregate amount in row (11) excludes certain
shares o | |
| 13. | percent of
class represented by amount in row (11) 4.91% | |
| 14. | type of
reporting person OO | |

Item 1. Security and Issuer.

This amendment relates to the Common Stock, $0.01 par value, of Meta Financial Group, Inc. The address of the principal executive offices of the Issuer is 121 Fifth Street, Storm Lake, Iowa 50588.

Item 2. Identity and Background.

(a) The name of the Reporting Person is Nantahala Capital Management, LLC (“NCM” or the “Reporting Person”).

Nantahala Capital Management, LLC is general partner and/or the investment manager of the following entities (each, an “Investment Vehicle,” collectively the “Investment Vehicles”), and in such capacity exercises voting and dispositive power over the securities beneficially owned by each of them.

Nantahala Capital Partners Limited Partnership

Nantahala Capital Partners II Limited Partnership

Blackwell Partners LLC

Silver Creek CS SAV, LLC

Set forth in Annex A attached hereto and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling person of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

The Reporting Person filed its initial statement on November 4, 2010, having acquired more than 5% ownership of the Issuer’s outstanding class of Common Stock on October 25, 2010 (the “Initial Statement”). The Initial Statement was filed erroneously as a group, and included the Investment Vehicles (except for Nantahala Capital Partners II Limited Partnership, which was not yet formed) as members. This amendment removes the Investment Vehicles as group members and is filed only by Nantahala Capital Management, LLC as the Reporting Person.

(b) The principal business address of the Reporting Person is:

100 First Stamford Place, 2 nd Floor

Stamford, CT 06902

(c) The principal business of Nantahala Capital Management, LLC is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.

(d) The Reporting Person, nor to the best of its knowledge, none of the Covered Persons, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person, nor to the best of its knowledge, any persons listed in the Annex hereto, has, during the last five years, 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 violations with respect to such laws.

(f) The place of organization of the Reporting Person is as follows:

Nantahala Capital Management, LLC is a Massachusetts limited liability company.

The citizenship of each Covered Person is set forth on Annex A attached hereto and incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

The securities to which this statement relates were acquired by the Reporting Person using the funds of each Investment Vehicle as follows:

Nantahala Capital Partners Limited Partnership: $955,183

Nantahala Capital Partners II Limited Partnership: $65,598

Blackwell Partners LLC: $1,589,951

Silver Creek CS SAV, LLC: $240,808

Item 4. Purpose of Transaction.

The Reporting Person acquired the securities to which this statement relates for investment purposes and does not have a present intent to acquire or influence control over the business of the Issuer. The Reporting Person may, from time to time, dispose of some or all of such securities, acquire additional securities of the Issuer, or continue to hold such securities, depending on business and market conditions, the Reporting Person’s continuing evaluation of the business and prospects of the Issuer and other factors. The Reporting Person does not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The Reporting Person filed its initial statement on November 4, 2010, having acquired more than 5% ownership of the Issuer’s outstanding class of Common Stock on October 25, 2010 (the “Initial Statement”). The Initial Statement was filed erroneously as a group, and included the Investment Vehicles (except for Nantahala Capital Partners II Limited Partnership, which was not yet formed) as members. This amendment removes the Investment Vehicles as group members.

The percentages of the class of securities set forth below are based on 3,112,000 shares of the Issuer’s Common Stock outstanding as of February 14, 2011.

(a) The aggregate number and percentage of the class of securities beneficially owned by each Reporting Person is as follows:

152,844 shares (4.91%)

(b) The number of shares as to which each Reporting Person has:

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

152,844 shares (4.91%)

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

0 shares (0%)

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

152,844 shares (4.91%)

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

0 shares (0%)

(c) During the past sixty days, the Reporting Person effected the transactions in the Issuer’s securities (all of which transactions were purchases effected in the open market):

| Date | Transaction | Quantity | Price
per Share (net of fees) |
| --- | --- | --- | --- |
| 3-Jan-11 | BUY | 2034 | 13.86500493 |
| 4-Jan-11 | BUY | 861 | 13.86505747 |
| 6-Jan-11 | BUY | 1001 | 13.714995 |
| 7-Jan-11 | BUY | 599 | 13.79499165 |
| 14-Jan-11 | SELL | -1241 | 15.22973169 |
| 18-Jan-11 | SELL | -3759 | 15.27179982 |
| 20-Jan-11 | SELL | -5000 | 15.22969738 |
| 21-Jan-11 | SELL | -4700 | 15.35969128 |
| 7-Feb-11 | SELL | -10000 | 15.71749405 |
| 8-Feb-11 | SELL | -10600 | 15.94368465 |
| 9-Feb-11 | SELL | -9400 | 16.07078011 |
| 10-Feb-11 | SELL | -1300 | 16.05963097 |
| 11-Feb-11 | SELL | -13500 | 16.30758742 |
| 14-Feb-11 | SELL | -7512 | 16.3081888 |

(d) Except as set forth in this Schedule 13D, no person other than (i) the Reporting Person and (ii) limited partners and other beneficial owners of interests in the reporting persons (none of whose interests relate to more than 5% of the Issuer’s Common Stock) is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the securities to which this statement relates.

(e) Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

None.

Item 7. Material to be Filed as Exhibits.

None.

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: February
15, 2011 | |
| --- | --- |
| By: | /s/ Wilmot B. Harkey |
| | Wilmot
B. Harkey Managing
Member |

Annex A

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES

The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons (the “Covered Persons”) of the Reporting Person and the Investment Vehicles indicated below:

Nantahala Capital Management, LLC

| Name | Title
or Relationship with Reporting Person | Principal
Occupation or Employment | Citizenship
or Jurisdiction of Organization | Principal
Place of Business |
| --- | --- | --- | --- | --- |
| Wilmot
B. Harkey | Managing
Member | Investment
Management | United
States | (1) |
| Daniel
J. Mack | Managing
Member | Investment
Management | United
States | (1) |

Nantahala Capital Partners Limited Partnership

| Name | Title
or Relationship with Investment Vehicle | Principal
Occupation or Employment | Citizenship
or Jurisdiction of Organization | Principal
Place of Business |
| --- | --- | --- | --- | --- |
| Nantahala
Capital Management, LLC | General
Partner | Investment
Management | Massachusetts | (1) |

Nantahala Capital Partners II Limited Partnership

| Name | Title
or Relationship with Investment Vehicle | Principal
Occupation or Employment | Citizenship
or Jurisdiction of Organization | Principal
Place of Business |
| --- | --- | --- | --- | --- |
| Nantahala
Capital Management, LLC | General
Partner | Investment
Management | Delaware | (1) |

Blackwell Partners LLC

| Name | Title
or Relationship with Investment Vehicle | Principal
Occupation or Employment | Citizenship
or Jurisdiction of Organization | Principal
Place of Business |
| --- | --- | --- | --- | --- |
| Wilmot
B. Harkey | Investment
Manager | Investment
Management | United
States | (1) |
| Daniel
J. Mack | Investment
Manager | Investment
Management | United
States | (1) |

Silver Creek CS SAV, LLC

| Name | Title
or Relationship with Investment Vehicle | Principal
Occupation or Employment | Citizenship
or Jurisdiction of Organization | Principal
Place of Business |
| --- | --- | --- | --- | --- |
| Wilmot
B. Harkey | Investment
Manager | Investment
Management | United
States | (1) |
| Daniel
J. Mack | Investment
Manager | Investment
Management | United
States | (1) |

(1) The address of the principal place of business of each of the Covered Persons is 100 First Stamford Place, Second Floor, Stamford, Connecticut 06902