| CUSIP
No. 46134L105 |
13G/A |
Page
2 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Missouri |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
983,888 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
983,888 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
983,888 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.95%
(1) |
| 12 |
TYPE
OF REPORTING PERSON
IA |
| |
|
|
|
(1)
Based on 9,890,880 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 31, 2022,
based on the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 2, 2022. Fourthstone LLC acquired
the Issuer’s shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with
the effect of influencing the control of the Issuer.
| CUSIP
No. 46134L105 |
13G/A |
Page
3 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
Master Opportunity Fund Ltd |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
615,831 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
615,831 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,831 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.23%
(2) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
| (2) | Based
on 9,890,880 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of October 31, 2022, based on the Issuer’s 10-Q filed with the Securities
and Exchange Commission on November 2, 2022. |
| CUSIP
No. 46134L105 |
13G/A |
Page
4 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
GP LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Missouri |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
340,957 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
340,957 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,957 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.45%
(3) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
(3)
Based on 9,890,880 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 31, 2022,
based on the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 2, 2022. Fourthstone GP LLC is
the general partner of and may be deemed to beneficially own securities owned by Fourthstone QP Opportunity Fund LP and Fourthstone
Small-Cap Financials Fund LP.
| CUSIP
No. 46134L105 |
13G/A |
Page
5 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
QP Opportunity Fund LP |
| 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
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
315,217 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
315,217 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,217 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.19%
(4) |
| 12 |
TYPE
OF REPORTING PERSON
PN |
| |
|
|
|
(4)
Based on 9,890,880 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 31, 2022,
based on the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 2, 2022.
| CUSIP
No. 46134L105 |
13G/A |
Page
6 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
Small-Cap Financials Fund LP |
| 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
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
25,740 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
25,740 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,740 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.26%
(5) |
| 12 |
TYPE
OF REPORTING PERSON
PN |
| |
|
|
|
(5) Based on 9,890,880 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 31, 2022,
based on the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 2, 2022.
| CUSIP
No. 46134L105 |
13G/A |
Page
7 of 11 |
| 1 |
NAME
OF REPORTING PERSON
L.
Phillip Stone, IV |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
983,888 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
983,888 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
983,888 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.95%
(6) |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
| (6) | Based
on 9,890,880 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of October 31, 2022, based on the Issuer’s 10-Q filed with the Securities
and Exchange Commission on November 2, 2022. L. Phillip Stone, IV, is the Managing Member
of Fourthstone LLC and Fourthstone GP and may be deemed to beneficially own securities
owned by Fourthstone. |
| CUSIP
No. 46134L105 |
13G/A |
Page
8 of 11 |
| Item
1(a). |
Name
of Issuer: |
Investar
Holding Corporation (the “Issuer”)
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
10500
Coursey Blvd
Baton
Rouge, LA 70816
| Item
2(a). |
Name
of Person Filing: |
This
Schedule 13G is being filed by Fourthstone LLC, a Missouri Limited Liability Company and Investment Adviser (“Fourthstone”).
The persons reporting information on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman
Islands (“Fourthstone Master Opportunity Fund”), a Delaware Limited Partnership (“Fourthstone QP Opportunity”),
a Delaware Limited Partnership (“Fourthstone Small-Cap Financials”), a Missouri Limited Liability Company (“Fourthstone
GP,” General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV,
a citizen of the United States of America, who is the Managing Member of Fourthstone and Fourthstone GP (each, a “Reporting
Person” and, together, the “Reporting Persons”).
Fourthstone
directly holds 983,888 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this
filing certify 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 that effect.
| Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
The
principal business address of each of the Reporting Persons is as follows:
The
registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity
Fund LP, Fourthstone Small-Cap Financials Fund LP is 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141.
See
response to Item 4 of each of the cover pages.
| Item
2(d). |
Titles
of Classes of Securities: |
Common
Stock, $1.00 par value per share (“Common Stock”)
| CUSIP
No. 46134L105 |
13G/A |
Page
9 of 11 |
46134L105
| Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| |
(a) |
☐ |
Broker or dealer registered under Section 15 of the
Exchange Act (15 U.S.C. 78o). |
| |
(b) |
☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act
(15 U.S.C. 78c). |
| |
(c) |
☐ |
Insurance company as defined in Section 3(a)(19) of
the Exchange 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) |
☒ |
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| |
(f) |
☐ |
Employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F). |
| |
(g) |
☒ |
Parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G). |
| |
(h) |
☐ |
Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (13 U.S.C. 1813). |
| |
(i) |
☐ |
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) |
☐ |
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| |
(k) |
☐ |
Group in accordance with §240.13d-1(b)(1)(ii)(K). |
| |
|
|
|
| |
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
| |
(a) |
Amount
Beneficially Owned: |
| |
|
|
| |
|
See
responses to Item 9 on each cover page. |
| |
|
|
| |
(b) |
Percent
of Class: |
| |
|
|
| |
|
See
responses to Item 11 on each cover page. |
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| CUSIP
No. 46134L105 |
13G/A |
Page
10 of 11 |
| |
(ii) |
Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
|
| |
(iii) |
Sole
power to dispose or to direct the disposition of: |
| |
|
|
| |
|
See
responses to Item 7 on each cover page. |
| |
|
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page. |
| 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. |
Not
Applicable.
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not
applicable.
| Item
8. |
Identification
and Classification of Members of the Group. |
Not
applicable.
| Item
9. |
Notice
of Dissolution of Group. |
Not
Applicable.
By
signing the 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 securities and were
not acquired and are not held in connection with or as a participant in any transaction having the purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
| CUSIP
No. 46134L105 |
13G/A |
Page
11 of 11 |
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:
February 14, 2023
| |
Fourthstone
LLC |
| |
|
| |
By: |
/s/ Amy
M. Stone |
| |
Name: |
Amy
M. Stone |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
Fourthstone
Master Opportunity Fund Ltd |
| |
|
| |
By: |
/s/
Amy M. Stone |
| |
Name: |
Amy
M. Stone |
| |
Title: |
Chief
Executive Officer |
| |
Fourthstone
QP Opportunity Fund LP |
| |
|
| |
Fourthstone
Small-Cap Financials Fund LP |
| |
|
| |
By: |
Fourthstone
GP LLC, the General Partner |
| |
|
|
| |
By: |
/s/
Amy M. Stone |
| |
Name: |
Amy
M. Stone |
| |
Title: |
Chief
Executive Officer |