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Form SC 13D/A Franklin Financial Corp Filed by: MFP INVESTORS LLC

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January 7, 2015 5:27 PM EST
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
�
SCHEDULE 13D
�
(Rule 13d-101)
�
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO �240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO �240.13d-2(a).
�
UNDER THE SECURITIES EXCHANGE ACT OF 1934
�
(Amendment No. 1)
�
Franklin Financial Corporation
(Name of Issuer)
�
Common Stock, Par Value $0.01
(Title of Class of Securities)
�
35353C102
(CUSIP Number)

TIMOTHY E. LADIN
MFP INVESTORS LLC
667 MADISON AVENUE, 25TH FLOOR
NEW YORK, NEW YORK 10065
(212) 752-7345
�
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
�
January 2, 2015
(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.���� �
�
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See �240.13d-7 for other parties to whom copies are to be sent.
�
(Continued on following pages)

(Page 1 of 7 Pages)
�
* The remainder of this cover page shall be filled out for a reporting persons 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 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).
�

�
�
�


CUSIP NO. 35353C102
Schedule 13D
Page 2 of 7


1
 �
NAMES OF REPORTING PERSONS
 � �
� �
MFP Partners, L.P.(1)
 � �
��
 � � � �
2
 �
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 �
(a) �
� � � � � � � �
(b) �
3
�
 �
SEC USE ONLY
 � � � �
4
 �
SOURCE OF FUNDS
 � �
� �
WC
 � � � � � �
5
 �
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 � �
� �
TO ITEM 2(d) or 2(e)
 �
� �
6
 �
CITIZENSHIP OR PLACE OF ORGANIZATION
 � �
� �
Delaware
 � � � � � �
NUMBER OF
 �
7
 �
SOLE VOTING POWER
 � �
SHARES
 � � �
0
 � �
BENEFICIALLY
 �
8
 �
SHARED VOTING POWER
 � �
OWNED BY
 � � �
0
 � �
EACH
 �
9
 �
SOLE DISPOSITIVE POWER
 � �
REPORTING
 � � �
0
 � �
PERSON WITH
 �
10
 �
SHARED DISPOSITIVE POWER
 � �
� � � � � �
0
 � �
11
 �
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 � �
� �
0
 � � � � � �
12
 �
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 � �
� �
CERTAIN SHARES
 � � �
� �
13
 �
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 � �
� �
0
 � � � � � �
14
 �
TYPE OF REPORTING PERSON
 � �
� �
PN
 � � � � � �
�
� �
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (MFP).��Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
�
 � �

�
�
�


CUSIP NO. 35353C102
Schedule 13D
Page 3 of 7


1
 �
NAMES OF REPORTING PERSONS
 � �
� �
MFP Investors LLC(1)
 � �
� � � � � � � � �
2
 �
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 �
(a) �
� � � � � � � �
(b) �
3
�
 �
SEC USE ONLY
 � � � �
4
 �
SOURCE OF FUNDS
 � �
� �
AF
 � � � � � �
5
 �
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 � �
� �
TO ITEM 2(d) or 2(e)
 �
� �
6
 �
CITIZENSHIP OR PLACE OF ORGANIZATION
 � �
� �
Delaware
 � � � � � �
NUMBER OF
 �
7
 �
SOLE VOTING POWER
 � �
SHARES
 � � �
0
 � �
BENEFICIALLY
 �
8
 �
SHARED VOTING POWER
 � �
OWNED BY
 � � �
0
 � �
EACH
 �
9
 �
SOLE DISPOSITIVE POWER
 � �
REPORTING
 � � �
0
 � �
PERSON WITH
 �
10
 �
SHARED DISPOSITIVE POWER
 � �
� � � � � �
0
 � �
11
 �
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 � �
� �
0
 � � � � � �
12
 �
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 � �
� �
CERTAIN SHARES
 � � �
� �
13
 �
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 � �
� �
0
 � � � � � �
14
 �
TYPE OF REPORTING PERSON
 � �
� �
OO
 � � � � � �
�
� �
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (MFP).��Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
�
 � �

�
�
�


CUSIP NO. 35353C102
Schedule 13D
Page 4 of 7


1
 �
NAMES OF REPORTING PERSONS
 � �
� �
Michael F. Price(1)
 � � � �
��
 � � � � � � � �
2
 �
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 �
(a) �
� � � � � � � �
(b) �
3
�
 �
SEC USE ONLY
 � � � �
4
 �
SOURCE OF FUNDS
 � �
� �
AF
 � � � � � �
5
 �
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 � �
� �
TO ITEM 2(d) or 2(e)
 �
� �
6
 �
CITIZENSHIP OR PLACE OF ORGANIZATION
 � �
� �
United States of America
 � � � �
NUMBER OF
 �
7
 �
SOLE VOTING POWER
 � �
SHARES
 � � �
0
 � �
BENEFICIALLY
 �
8
 �
SHARED VOTING POWER
 � �
OWNED BY
 � � �
0
 � �
EACH
 �
9
 �
SOLE DISPOSITIVE POWER
 � �
REPORTING
 � � �
0
 � �
PERSON WITH
 �
10
 �
SHARED DISPOSITIVE POWER
 � �
� � � � � �
0
 � �
11
 �
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 � �
� �
0
 � � � � � �
12
 �
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 � �
� �
CERTAIN SHARES
 � � �
� �
13
 �
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 � �
� �
0
 � � � � � �
14
 �
TYPE OF REPORTING PERSON
 � �
� �
IN
 � � � � � �
�
� �
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (MFP).��Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
�
 � �

�
�
�


CUSIP NO. 35353C102
Schedule 13D
Page 5 of 7

�
This Amendment No. 1 (this Amendment) amends the Schedule 13D (the Schedule 13D) dated November 25, 2014 by MFP Partners, L.P., a Delaware limited partnership (MFP), MFP Investors LLC, a Delaware limited liability company and general partner of MFP and Mr. Michael F. Price, relating to the common stock, par value $0.01 per share (the Common Stock), of Franklin Financial Corporation, a Virginia corporation (Franklin or the Company).��Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.��Information in respect of each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person.
�
This Amendment is the final amendment to the Schedule 13D and an exit filing for the Reporting Persons.��Items 4 and 5 of the Schedule 13D are hereby amended as set forth below:
�
Item 4. Purpose of the Transaction
�
Item 4 of the Schedule 13D is hereby supplemented as follows:
�
On January 2, 2015 the Company merged with and into TowneBank, a Virginia banking corporation (the Merger) pursuant to the Agreement and Plan of Reorganization, dated as of July 14, 2014, by and among TowneBank, the Company and Franklin Federal Savings Bank.��As a result of the Merger, the Reporting Persons no longer own any shares of Common Stock.
�
Item 5. Interest in Securities of the Issuer
�
Item 5 of the Schedule 13D is hereby supplemented as follows:
�
(a)��� As of the date of this Amendment, the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock.
�
(b)��� As of the date of this Amendment, the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of the Common Stock.
�
(c)��� Transactions in the Common Stock during the past 60 days: As further described in Item 4, upon consummation of the Merger, each share of Common Stock issued and outstanding immediately prior to the Merger, including the shares of Common Stock beneficially owned by the Reporting Persons, was converted into the merger consideration.
�
(d)��� No person other than the Reporting Persons 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 shares of Common Stock reported in this Amendment.
�
(e)��� On January 2, 2015, the Reporting Persons ceased to beneficially own in excess of 5% of the Common Stock.

Item 7. Material To Be Filed as Exhibits

Exhibit 1��
�
Joint Filing Agreement, dated as of November 25, 2014, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price (incorporated by reference to Exhibit 1 to Schedule 13D, dated as of November 25, 2014, filed by the Reporting Persons)
�
�
�
�


CUSIP NO. 35353C102
Schedule 13D
Page 6 of 7
�
�
SIGNATURE
�
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
�
Dated:���January 7, 2015
�
�
MFP Partners, L.P.,
������by its General Partner,
������MFP Investors LLC
� � � �
�
By:
/s/ Michael F. Price
 �
�
Name:���
Michael F. Price
 �
�
Title:
Managing Partner
 �
� � � �
� � � �
�
MFP Investors LLC
� � � �
�
By:
/s/ Michael F. Price
 �
�
Name:
Michael F. Price
 �
�
Title:
Managing Member
 �
� � � �
� � � �
�
/s/ Michael F. Price
 �
�
Michael F. Price
 �
�
�
�
�


CUSIP NO. 35353C102
Schedule 13D
Page 7 of 7

�
INDEX OF EXHIBITS
�
�
Exhibit 1����
�
Joint Filing Agreement, dated as of November 25, 2014, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price��(incorporated by reference to Exhibit 1 to Schedule 13D, dated as of November 25, 2014, filed by the Reporting Persons)



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