Regional Management Corp. — Director's Dealing 2013

Nov 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Regional Management Corp. (RM)
CIK: 0001519401
Period of Report: 2013-10-28

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-28	Common Stock, par value $0.10 per share	A	5382	—	Acquired	1144622	Indirect

Footnotes

F1: Represents a grant of 2,691 shares of common stock of Regional Management Corporation (the "Issuer") to each of David Perez and Erik A. Scott, who are designees of Palladium Equity Partners III, L.P serving on the Issuer's board of directors, as a component of their annual director compensation for their service on the Issuer's board of directors. Pursuant to arrangements between Palladium Equity Partners III, L.P and each of Mr. Perez and Mr. Scott, Messrs. Perez and Scott are not permitted to retain equity awards granted by the Issuer to each of Messrs. Perez and Scott, and each of Messrs. Perez and Scott is required to hold such securities for the benefit of Palladium Equity Partners III, L.P.

F2: Includes 1,139,240 shares of common stock of the Issuer held directly by Palladium Equity Partners III, L.P.

F3: Shares of common stock of the Issuer are held by Palladium Equity Partners III, L.P and by each of David Perez and Erik A. Scott as nominee holders on behalf of Palladium Equity Partners III, L.P. 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.