Regional Management Corp. — Director's Dealing 2013

Dec 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Regional Management Corp. (RM)
CIK: 0001519401
Period of Report: 2013-12-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-10	Common Stock, par value $0.10 per share	M	4000	$15.00	Acquired	1148622	Indirect
2013-12-10	Common Stock, par value $0.10 per share	S	1148622	$29.605	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-10	Stock Option (right to buy)	$15.00	M	4000	Disposed	2022-03-27	Common Stock (4000)	Indirect

Footnotes

F1: Includes 1,139,240 shares of common stock of Regional Management Corp. (the "Issuer") held directly by Palladium Equity Partners III, L.P. and 4,691 shares of common stock held by each of David Perez and Erik A. Scott as nominee holders on behalf of Palladium Equity Partners III, L.P.

F2: This amount represents the $31.00 public offering price per share of the common stock of the Issuer less the underwriting discount of $1.395 per share.

F3: These securities are held by David Perez and Erik A. Scott as nominee holders on behalf of Palladium Equity Partners III, L.P.

F4: 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. Mr. Perez is a Managing Director of Palladium Equity Partners III, L.P. Mr. Scott is a Managing Director of Palladium Equity Partners III, L.P.

F5: The option vests in five equal annual installments beginning on March 27, 2013.