UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. _)*

 

Spirit of Texas Bancshares Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
84861D103
(CUSIP Number)
 
7/20/2018
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  Rule 13d-1(b)
     
  Rule 13d-1(c)
     
  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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 84861D103   Page 2 of 10

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Opportunity Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 448,175 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 448,175 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

448,175

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.58%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 448,175 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.

 

 

 

CUSIP No 84861D103   Page 3 of 10

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Financial Opportunity Long/Short Fund LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 11,300 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 11,300 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,300

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.12%

 

12

 

TYPE OF REPORTING PERSON

 

OO
         

 

(1) Consists of 11,300 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC.

 

 

CUSIP No 84861D103   Page 4 of 10

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

FJ Capital Management LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 509,508 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 509,508 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

509,508

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.21%

 

12

 

TYPE OF REPORTING PERSON

 

IA
         

 

(1)Consists of 448,175 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 11,300 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, and 50,033 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.
 
(2)
CUSIP No 84861D103   Page 5 of 10

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Martin S. Friedman

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States
NUMBER OF
SHARES
5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 509,508 (1)
EACH
REPORTING
7 SOLE DISPOSITIVE POWER  
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 509,508 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

509,508

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.21%

 

12

 

TYPE OF REPORTING PERSON

 

IN
         

 

(1)Consists of 448,175 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, 11,300 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, and 50,033 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership. Martin Friedman is the managing member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.
 

 

CUSIP No 84861D103   Page 6 of 10

 

Item 1(a).   Name of Issuer:
     
    Spirit of Texas Bancshares Inc.
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
   

1836 Spirit of Texas Way

Conroe, TX 77301

     
     
Item 2(a).   Name of Person Filing:
     
   

This Schedule 13G is being filed on behalf of the following Reporting Persons:

Financial Opportunity Fund LLC

Financial Opportunity Long/Short Fund LLC

FJ Capital Management LLC

Martin S. Friedman

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
   

Financial Opportunity Fund LLC

1313 Dolley Madison Blvd. STE 306

   

McLean, VA 22101

 

Financial Opportunity Long/Short Fund LLC

1313 Dolley Madison Blvd, STE 306

McLean, VA 22101

 

FJ Capital Mangement LLC

1313 Dolley Madison Blvd, STE 306

McLean, VA 22101

 

Martin S. Friedman

1313 Dolley Madison Blvd, STE 306

McLean, VA 22101

 

     
Item 2(c).   Citizenship:
     
   

Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC, FJ Capital Management LLC – Delaware limited liability companies

Martin S. Friedman – United States citizen

     
 

 

CUSIP No 84861D103   Page 7 of 10

 

Item 2(d).   Title of Class of Securities:
     
    Common Stock
     
Item 2(e).   CUSIP Number:
     
    84861D103
     
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

 

  (a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
  (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:
     
   

Financial Opportunity Fund LLC – 448,175

Financial Opportunity Long/Short Fund LLC – 11,300

FJ Capital Management LLC – 509,508

Martin S. Friedman – 509,508

     
 

CUSIP No 84861D103   Page 8 of 10

 

  (b) Percent of class:
     
   

Financial Opportunity Fund LLC – 4.58%

Financial Opportunity Long/Short Fund LLC – 0.12%

FJ Capital Management LLC – 5.21%

Martin S. Friedman – 5.21%

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      All Reporting Persons - 0
       
    (ii) Shared power to vote or to direct the vote
       
     

Financial Opportunity Fund LLC – 448,175

Financial Opportunity Long/Short Fund LLC – 11,300

FJ Capital Management LLC – 509,508

Martin S. Friedman – 509,508

       
    (iii) Sole power to dispose or to direct the disposition of
       
      All Reporting Persons - 0
       
    (iv) Shared power to dispose or to direct the disposition of
       
     

Financial Opportunity Fund LLC – 448,175

Financial Opportunity Long/Short Fund LLC – 11,300

FJ Capital Management LLC – 509,508

Martin S. Friedman – 509,508

 

Item 5. Ownership of Five Percent or Less of a Class.
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  N/A
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  N/A
   
 

CUSIP No 84861D103   Page 9 of 10

 

Item 8. Identification and Classification of Members of the Group.
   
  Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.  
   
Item 9. Notice of Dissolution of Group.
   
  N/A
   
Item 10. Certification.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

 

 

CUSIP No 84861D103   Page 10 of 10

 

SIGNATURE

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

   

 

Date: 8/13/2018

 

 

 

 

 

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

Financial Opportunity Long/short Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

 

 

 

FJ Capital Management LLC

 

 

By:       /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

 

 

 

 

/s/ Martin S. Friedman

MARTIN S. FRIEDMAN