Form 4 Dime Community Bancshare For: May 16 Filed by: BASSWOOD CAPITAL MANAGEMENT, L.L.C.

May 18, 2022 8:38 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
BASSWOOD CAPITAL MANAGEMENT, L.L.C.

(Last) (First) (Middle)
645 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dime Community Bancshares, Inc. /NY/ [ DCOM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director-by-Deputization
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share ("Common Stock") 05/16/2022   S   20,986 D $ 29.4 2,270,095 I See footnotes (1) (2)
Common Stock 05/16/2022   S   1,340 D $ 29.4 160,182 I See footnotes (1) (3)
Common Stock 05/16/2022   S   894 D $ 29.4 75,698 I See footnotes (1) (4)
Common Stock 05/16/2022   S   526 D $ 29.4 441,978 I See footnotes (1) (5)
Common Stock 05/17/2022   S   122,272 D $ 30.67 2,147,823 I See footnotes (1) (2)
Common Stock 05/17/2022   S   7,808 D $ 30.67 152,374 I See footnotes (1) (3)
Common Stock 05/17/2022   S   5,211 D $ 30.67 70,487 I See footnotes (1) (4)
Common Stock 05/17/2022   S   3,063 D $ 30.67 438,915 I See footnotes (1) (5)
Common Stock 05/18/2022   S   22,093 D $ 29.25 2,125,730 I See footnotes (1) (2)
Common Stock 05/18/2022   S   1,411 D $ 29.25 150,963 I See footnotes (1) (3)
Common Stock 05/18/2022   S   942 D $ 29.25 69,545 I See footnotes (1) (4)
Common Stock 05/18/2022   S   554 D $ 29.25 438,361 I See footnotes (1) (5)
Common Stock               6,394 I See footnotes (1) (6)
Common Stock               18,660 I See footnotes (1) (7)
Common Stock               138,282 D (1) (8)  
Common Stock               167,970.82 D (1) (9)  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. See Exhibit 99.1
2. See Exhibit 99.1
3. See Exhibit 99.1
4. See Exhibit 99.1
5. See Exhibit 99.1
6. See Exhibit 99.1
7. See Exhibit 99.1
8. See Exhibit 99.1
9. See Exhibit 99.1
Remarks:
Exhibit List:
------------
Exhibit 99.1 - Explanation of Responses
Exhibit 99.2 - Joint Filer Information 
Exhibit 99.3 - Joint Filers' Signatures
BASSWOOD CAPITAL MANAGEMENT, L.L.C., /s/ Matthew Lindenbaum 05/18/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Designated Filer:
Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:
Dime Community Bancshares, Inc. [DCOM]
Date of Event Requiring Statement:
May 16, 2022

Explanation of Responses:

1.
This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum, Basswood Capital Management, L.L.C. (“BCM”), Basswood Partners, L.L.C. (“Partners”), Basswood Opportunity Partners, LP (“BOP”), Basswood Financial Fund, LP (“BFF”) and Basswood Financial Long Only Fund, LP (“BFLOF”)  (collectively, the “Reporting Persons”). BCM is the investment manager or adviser to BOP, BFF, BFLOF, Basswood Opportunity Fund, Inc. (“BOF”) and Basswood Co-Investment Fund (SPC), Ltd., For and on Behalf of Segregated Portfolio C-1 (“BCF”), (collectively, the “Funds”) and certain separate managed accounts managed by BCM (the “Managed Accounts”) and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts. Partners is the general partner of BFF, BOP and BFLOF, and may be deemed to have a pecuniary interest in the Common Stock held directly by BFF, BOP and BFLOF. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of BCM and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts, and also directly hold shares of Common Stock.  In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds or Managed Accounts are reported herein. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent of any direct or indirect pecuniary interest therein. BCM and Partners also disclaim beneficial ownership of the shares held directly by Matthew Lindenbaum and Bennett Lindenbaum. Matthew Lindenbaum and Bennett Lindenbaum each disclaim beneficial ownership of the shares held directly by the other. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise.
Matthew Lindenbaum, a managing member of BCM, serves on the board of directors of the Issuer as a representative of the Reporting Persons.  As a result, each of the Reporting Persons is a “director-by-deputization” solely for purposes of Section 16 of the Exchange Act.  By reason of the provisions of Rule 16a-1 of the Exchange Act, each of the Reporting Persons may be deemed to be a beneficial owner of the shares of Common Stock issued to Matthew Lindenbaum. 

2.
Common Stock held directly by certain separate Managed Accounts managed by BCM.

3.
Common Stock held directly by BFF.

4.
Common Stock held directly by BFLOF.

5.
Common Stock held directly by BOP.

6.
Common Stock held directly by BOF.

7.
Common Stock held directly by BCF.

8.
Common Stock held directly by Bennett Lindenbaum.

9.
Common Stock held directly by Matthew Lindenbaum, which includes 6,955.824747 shares of Common Stock underlying restricted stock unit awards.
Designated Filer:
Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:
Dime Community Bancshares, Inc. [DCOM]
Date of Event Requiring Statement:
May 16, 2022



1. Name:
Matthew Lindenbaum
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
   
2. Name:
Bennett Lindenbaum
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
   
3. Name:
Basswood Capital Management, L.L.C.
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
   
4. Name:
Basswood Partners, L.L.C.
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
   
5. Name:
Basswood Opportunity Partners, LP
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022

6. Name:
Basswood Financial Fund, LP
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022
   
7. Name:
Basswood Financial Long Only Fund, LP
 
Address: c/o Basswood Capital Management, LLC
 
645 Madison Avenue, 10th Floor
 
New York, NY 10022

Designated Filer:
Basswood Capital Management, L.L.C.
Issuer & Ticker Symbol:
Dime Community Bancshares, Inc. [DCOM]
Date of Event Requiring Statement:
May 16, 2022


Joint Filers’ Signatures


  /s/ Matthew Lindenbaum
 
Matthew Lindenbaum
     
     
  /s/ Bennett Lindenbaum
 
Bennett Lindenbaum
     
     
     
 
Basswood Capital Management, L.L.C.
 
By:
/s/ Matthew Lindenbaum
   
Name: Matthew Lindenbaum
   
Title: Managing Member
     
     


 
Basswood Partners, L.L.C.
   
 
By:
/s/ Matthew Lindenbaum
   
Name: Matthew Lindenbaum
   
Title: Managing Member



 
Basswood Opportunity Partners, LP
   
 
By: Basswood Capital Management, L.L.C.
   
 
By:
/s/ Matthew Lindenbaum
   
Name: Matthew Lindenbaum
   
Title: Managing Member



 
Basswood Financial Fund, LP
   
 
By: Basswood Capital Management, L.L.C.
   
 
By:
/s/ Matthew Lindenbaum
   
Name: Matthew Lindenbaum
   
Title: Managing Member



 
Basswood Financial Long Only Fund, LP
   
 
By: Basswood Capital Management, L.L.C.
   
 
By:
/s/ Matthew Lindenbaum
   
Name: Matthew Lindenbaum
   
Title: Managing Member


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