Regional Management Corp. — Director's Dealing 2012

Mar 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Regional Management Corp. (RM)
CIK: 0001519401
Period of Report: 2012-03-27

Reporting Person: Palladium Equity Partners III, L.L.C. (Director, 10% Owner)
Reporting Person: Palladium Equity Partners III L P (Director, 10% Owner)
Reporting Person: Rodriguez Marcos A (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-27	Stock Option (right to buy)	$15	A	20000	Acquired	2022-03-27	Common Stock (20000)	Indirect

Footnotes

F1: The option vests in five equal annual installments beginning on the first anniversary of the grant date.

F2: The Reporting Persons received the option award from Regional Management Corp. (the "Issuer") as a director by deputization of the Issuer. The grant to the Reporting Persons was approved by the Board of Directors of the Issuer.

F3: The securities reported herein are held by David Perez and Erik A. Scott as nominee holders. Pursuant to the arrangements between Palladium Equity Partners III, L.P. (the "Fund") and Mr. Perez and Mr. Scott, Mr. Perez and Mr. Scott are not permitted to retain the Stock Options granted by Regional Management Corp., and Mr. Perez and Mr. Scott are required to hold such securities for the benefit of the Fund. Mr. Perez is chairman of the board of directors of the Issuer and a Managing Director of Palladium. Mr. Scott is a member of the board of directors of the Issuer and a Managing Director of Palladium. The general partner of Palladium Equity Partners III, L.P. is Palladium Equity Partners III, L.L.C. Marcos A. Rodriguez is the managing member of Palladium Equity Partners III, L.L.C.