FORM 4
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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).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * BASSWOOD CAPITAL MANAGEMENT, L.L.C. | 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 _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Director-by-Deputization |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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") | 11/4/2025 | S | 20,537 | D | $26.25 | 1,013,621 | I | See footnote (1)(2) | ||
| Common Stock | 11/4/2025 | P | 20,537 | A | $26.26 | 1,034,158 | I | See footnote (1)(2) | ||
| Common Stock | 33,919 | I | See footnote (1)(3) | |||||||
| Common Stock | 7,389 | I | See footnote (1)(4) | |||||||
| Common Stock | 491,166 | I | See footnote (1)(5) | |||||||
| Common Stock | 165,169 | I | See footnote (1)(6) | |||||||
| Common Stock | 1,545 | I | See footnote (1)(7) | |||||||
| Common Stock | 138,282 | D (1)(8) | ||||||||
| Common Stock | 177,515 | D (1)(9) | ||||||||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | ||||||||
| Remarks: Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| BASSWOOD CAPITAL MANAGEMENT, L.L.C. 645 MADISON AVENUE 10TH FLOOR NEW YORK, NY 10022 | X | Director-by-Deputization | |||
| LINDENBAUM BENNETT D BASSWOOD CAPITAL MANAGEMENT, L.L.C. 645 MADISON AVE, 10TH FLOOR NEW YORK, NY 10022 | X | Director-by-Deputization | |||
| LINDENBAUM MATTHEW A BASSWOOD CAPITAL MANAGEMENT, L.L.C. 645 MADISON AVE, 10TH FLOOR NEW YORK, NY 10022 | X | ||||
| Signatures | ||
| Basswood Capital Management, L.L.C.; By: /s/ Matthew Lindenbaum, Managing Member | 11/6/2025 | |
| **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 control number. | |
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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Dime Community Bancshares, Inc. [DCOM]
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Date of Event Requiring Statement:
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November 4, 2025
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Explanation of Responses:
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1.
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This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum, Basswood Capital Management, L.L.C. (“BCM”), and certain
separate managed accounts managed by BCM (the “Managed Accounts”) (collectively, the “Reporting Persons”). BCM is the investment manager or adviser to Basswood Strategic Financial Fund (“BSFF”), Basswood Opportunity Partners, LP (“BOP”),
Basswood Financial Fund, LP (“BFF LP”), Basswood Financial Long Only Fund, LP (“BFLOF”), and Basswood Financial Fund, Ltd. (“BFF LTD”) (collectively, the “Funds”) and 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. Basswood Partners, L.L.C. (“Partners”) is the general partner of BFF LP, BOP, BFLOF, and BSFF, and may be deemed to have a pecuniary interest in the Common
Stock held directly by BFF LP, BOP, BFLOF, and BSFF. 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 also disclaims 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.
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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..
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2.
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Common Stock held directly by certain separate Managed Accounts managed by BCM.
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3.
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Common Stock held directly by BFLOF.
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4.
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Common Stock held directly by BFF LTD.
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5.
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Common Stock held directly by BOP.
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6.
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Common Stock held directly by BFF LP.
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7.
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Common Stock held directly by BSFF.
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8.
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Common Stock held directly by Bennett Lindenbaum. As of the date hereof, Bennett Lindenbaum also has a short position of 138,281
shares of Common Stock that was entered into prior to Bennett Lindenbaum becoming a reporting person.
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9.
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Common Stock held directly by Matthew Lindenbaum, which includes 1,848 shares of Common Stock underlying restricted stock unit
awards. As of the date hereof, Matthew Lindenbaum also has a short position of 161,015 shares of Common Stock that was entered into prior to Matthew Lindenbaum becoming a reporting person.
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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Dime Community Bancshares, Inc. [DCOM]
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Date of Event Requiring Statement:
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November 4, 2025
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Joint Filers:
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1. Name:
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Matthew Lindenbaum
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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2. Name:
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Bennett Lindenbaum
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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3. Name:
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Basswood Capital Management, L.L.C.
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Dime Community Bancshares, Inc. [DCOM]
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Date of Event Requiring Statement:
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November 4, 2025
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| /s/ Matthew Lindenbaum | ||
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Matthew Lindenbaum
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| /s/ Bennett Lindenbaum | ||
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Bennett Lindenbaum
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Basswood Capital Management, L.L.C.
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By:
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/s/ Matthew Lindenbaum | |
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Name: Matthew Lindenbaum
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Title: Managing Member
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