Regional Management Corp. — Director's Dealing 2013

Sep 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Regional Management Corp. (RM)
CIK: 0001519401
Period of Report: 2013-09-25

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
2013-09-25	Common Stock, par value $0.10 per share	S	2547335	$26.2625	Disposed	1143240	Indirect

Footnotes

F1: This amount represents the $27.50 public offering price per share of the common stock of Regional Management Corp. (the "Issuer") less the underwriting discount of $1.2375 per share.

F2: The amount stated includes 4,000 shares subject to options either currently exercisable or exercisable within 60 days of the date hereof, over which Palladium Equity Partners III, L.P. will not have voting or investment power until the options are exercised. The Issuer granted such options to David Perez and Erik A. Scott, who are designees of Palladium Equity Partners III, L.P. serving on the Issuer's board of directors, on March 27, 2012. Pursuant to arrangements between Palladium Equity Partners III, L.P., Mr. Perez, and Mr. Scott, Messrs. Perez and Scott are not permitted to retain stock options 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.

F3: These shares of common stock of the Issuer are held by 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.