Dime Community Bancshares SC 13D/A / BASSWOOD CAPITAL MANAGEMENT, L.L.C. ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Under the Securities Exchange Act of 1934)

(Amendment No. 12)*

Dime Community Bancshares, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

25432X102

(CUSIP Number)

Basswood Capital Management, L.L.C.

645 Madison Avenue, 10^th Floor

New York, NY 10022

Attn: Matthew Lindenbaum

Telephone: (212) 521-9500

With a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attn: Michael E. Brandt, Esq.

Telephone: (212) 728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 12, 2024

(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-l(e), 240.13d-l(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.

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 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 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 25432X102


1.	Name of Reporting Person Basswood Capital Management, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,750,616
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,750,616
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,750,616
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 4.01%
14.	Type of Reporting Person (See Instructions) IA

CUSIP No. 25432X102


1.	Name of Reporting Person Basswood Partners, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 698,490
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 698,490
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 698,490
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 1.60%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 25432X102


1.	Name of Reporting Person Basswood Opportunity Partners, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 494,874
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 494,874
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 494,874
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 1.13%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 25432X102


1.	Name of Reporting Person Basswood Opportunity Fund, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 7,905
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 7,905
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,905
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0.02%
14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 25432X102


1.	Name of Reporting Person Basswood Financial Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 156,654
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 156,654
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 156,654
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0.36%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 25432X102


1.	Name of Reporting Person Basswood Financial Long Only Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 46,962
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 46,962
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 46,962
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0.11%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 25432X102


1.	Name of Reporting Person Basswood Co-Investment Fund (SPC), Ltd., For and on Behalf of Segregated Portfolio C-1
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0%
14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 25432X102

1.	Name of Reporting Person Matthew Lindenbaum
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 175,086
		8.	Shared Voting Power 1,750,616
		9.	Sole Dispositive Power 175,086
		10.	Shared Dispositive Power 1,750,616
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,925,702
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 4.41%
14.	Type of Reporting Person (See Instructions) IN/HC

CUSIP No. 25432X102


1.	Name of Reporting Person Bennett Lindenbaum
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 138,282
		8.	Shared Voting Power 1,750,616
		9.	Sole Dispositive Power 138,282
		10.	Shared Dispositive Power 1,750,616
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,888,898
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 4.33%
14.	Type of Reporting Person (See Instructions) IN/HC

This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) is being filed with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Dime Community Bancshares, Inc. (formerly Bridge Bancorp, Inc.) to amend the Schedule 13D filed on June 29, 2015, as amended by Amendment No. 1 to Schedule 13D filed on June 28, 2016, Amendment No. 2 to Schedule 13D filed on November 25, 2016, Amendment No. 3 to Schedule 13D filed on July 24, 2017, Amendment No. 4 to Schedule 13D filed on November 16, 2017, Amendment No. 5 to Schedule 13D filed on December 18, 2017, Amendment No. 6 to Schedule 13D filed on September 10, 2018, Amendment No. 7 to Schedule 13D filed on December 20, 2019 Amendment No. 8 to Schedule 13D filed on February 5, 2021, Amendment No. 9 to Schedule 13D filed on May 20, 2022, Amendment No. 10 to Schedule 13D filed on August 31, 2022, and Amendment No. 11 to Schedule 13D filed on December 12, 2022 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No .7, Amendment No.8, Amendment No.9, Amendment No.10 and Amendment No.11, the “Schedule 13D”).

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On November 12, 2024, the Issuer completed the public offering of 4,492,187 shares (which includes 585,937 shares issued to the underwriters as a result of their exercise in full of their option to purchase additional shares) of Common Stock at a price of $32.00 per share (the “Follow-on Offering”).

In connection with the Follow-on Offering, on November 8, 2024, Matthew Lindenbaum entered into a lock-up agreement (the “Lock-Up Agreement”) with the Issuer pursuant to which Matthew Lindenbaum agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for a period of 90 days from November 12, 2024. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 12 and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Items 5(a) – 5(c) and 5(e) of the Schedule 13D are hereby amended to reflect the following:

(a) and (b). As of the date of this Amendment No. 12, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D. The total number of shares each of the Reporting Persons beneficially owns represents such percentages of the Common Stock outstanding as set forth on the cover pages to this Schedule 13D based upon the approximately 43,643,837 million shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer’s Prospectus Supplement on Form S-3 filed with the Securities and Exchange Commission on November 13, 2024.

(c) Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons during the past 60 days. All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions.

(e) As of November 12, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Common Stock of the Issuer.

Item 7. Material to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to include the following:

Exhibit 2: Form of Lock-Up Agreement.

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.

Dated: November 14, 2024

	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 Opportunity Fund, 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

	Basswood CoInvestment Fund (SPC), Ltd.,
	For and on Behalf of Segregated Portfolio C-1
	By: Basswood Capital Management, L.L.C.

	By:	/s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member

	/s/ Matthew Lindenbaum
	Matthew Lindenbaum


	/s/ Bennett Lindenbaum
	Bennett Lindenbaum

SCHEDULE I

Transaction Type	Fund	Trade Date	Shares Purchased/Sold	Price (Gross)	Trade Amount
Buy	Basswood Managed Account	11/12/24	29,000	$32	$928,000.00

Dime Community Bancshares (DCOM) SC 13D/ADime Community Bancshares / BASSWOOD CAPITAL MANAGEMENT, L.L.C. ownership change