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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.   ) *

Meta Financial Group, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

Wilmot B. Harkey
Nantahala Capital Management, LLC
100 First Stamford Place, Second Floor
Stamford, Connecticut 06902
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

59100U108
(CUSIP Number)

October 25, 2010
(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-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. □


*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).

(Continued on following pages)

Page 1 of 11
CUSIP NO. 5900U108


 
1
NAME OF REPORTING PERSONS
 
Nantahala Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                                                                     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Massachusetts
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
 
8
SHARED VOTING POWER
 
174,613 shares
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
174,613 shares
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
174,613 shares
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.66%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 

Page 2 of 11
CUSIP NO. 5900U108

 
1
NAME OF REPORTING PERSONS
 
Nantahala Capital Partners Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                                                                     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Massachusetts
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
 
8
SHARED VOTING POWER
 
57,898 shares
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
57,898 shares
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
57,898 shares
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.88%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
Page 3 of 11
CUSIP NO. 5900U108

1
NAME OF REPORTING PERSONS
 
Blackwell Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                                                                     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Georgia
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
 
8
SHARED VOTING POWER
 
95,682 shares
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
95,682 shares
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,682 shares
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.10%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
Page 4 of 11
CUSIP NO. 5900U108

1
NAME OF REPORTING PERSONS
 
Silver Creek CS SAV, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
 
21,033 shares
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
21,033 shares
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,033 shares
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
x
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.68%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
Page 5 of 11
CUSIP NO. 5900U108
 

Item 1.
Security and Issuer:

This statement relates to the Common Stock, $0.01 par value, of Meta Financial Group, Inc.  The address of the principal executive offices of the Issuer is 121 Fifth Street, Storm Lake, Iowa 50588.

Item 2.  
 Identity and Background:
   
(a)  
The names of the Reporting Persons are:

Nantahala Capital Management, LLC
Nantahala Capital Partners Limited Partnership
Blackwell Partners LLC
Silver Creek CS SAV, LLC

 
Nantahala Capital Management, LLC is the investment manager of the other Reporting Persons, and exercises voting and dispositive power over the securities beneficially owned by each of the other Reporting Persons.

Set forth in Annex A attached hereto and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling person of the Reporting Persons (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

 
(b)
The principal business address of each Reporting Person is:

100 First Stamford Place, Second Floor
Stamford, Connecticut 06902

 
(c)
The principal business of Nantahala Capital Management, LLC is the performance of investment management and advisory services.  The principal business of the other Reporting Persons is investment in securities.
     
 
(d)  
None of the Reporting Persons, nor to the best of their knowledge, none of the Covered Persons, has, in the last five years, been  convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 
(e)
None of the Reporting Persons, nor to the best of their knowledge, any persons listed in the Annex hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
     
 
(f)  
The place of organization of each Reporting Person is as follows:

Nantahala Capital Management, LLC is a Massachusetts limited liability company.
Nantahala Capital Partners Limited Partnership is a Massachusetts limited partnership
Blackwell Partners LLC is a Georgia limited liability company
Silver Creek CS SAV, LLC is a Delaware limited liability company
 
 
The citizenship of each Covered Person is set forth on Annex A attached hereto and incorporated herein by reference.
 
Page 6 of 11
CUSIP NO. 5900U108
 

Item 3.
Source and Amount of Funds or Other Consideration:    The securities to which this statement relates were acquired by the Reporting Persons using their own funds as follows:

Nantahala Capital Partners Limited Partnership:  $1,076,395.68
Blackwell Partners LLC:  $2,216,968.45
Silver Creek CS SAV, LLC:  $295,889.57
 
Item 4.
 Purpose of Transaction:
 
The Reporting Persons acquired the securities to which this statement relates for investment purposes and do not have a present intent to acquire or influence control over the business of the Issuer. The Reporting Persons may, from time to time, dispose of some or all of such securities, acquire additional securities of the Issuer, or continue to hold such securities, depending on business and market conditions, the Reporting Persons’ continuing evaluation of the business and prospects of the Issuer and other factors.  The Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
 
Item 5.
 Interest in Securities of the Issuer:
   
The percentages of the class of securities set forth below are based on 3,085,672 shares of the Issuer’s Common Stock outstanding at August 6, 2010, as reported on the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2010, as filed with the Securities and Exchange Commission on August 10, 2010.

 
(a)
The aggregate number and percentage of the class of securities beneficially owned by each Reporting Person is as follows:

Nantahala Capital Management, LLC:  174,613 shares (5.66%)
Nantahala Capital Partners Limited Partnership:  57,898 shares (1.88%)
Blackwell Partners LLC:  95,682 shares (3.10%)
Silver Creek CS SAV, LLC:  21,033 shares (0.68%)

 
(b)
The number of shares as to which each Reporting Person has:

(i)  Sole power to vote or to direct the vote:

Nantahala Capital Management, LLC:  0 shares
Nantahala Capital Partners Limited Partnership:    0 shares
Blackwell Partners LLC:    0 shares
Silver Creek CS SAV, LLC:    0 shares

(ii)  Shared power to vote or to direct the vote:

Nantahala Capital Management, LLC:  174,613 shares
Nantahala Capital Partners Limited Partnership:  57,898 shares
Blackwell Partners LLC:  95,682 shares
Silver Creek CS SAV, LLC:  21,033 shares

(iii)  Sole power to dispose or to direct the disposition of:

Nantahala Capital Management, LLC:  0 shares
Nantahala Capital Partners Limited Partnership:    0 shares
Blackwell Partners LLC:    0 shares
Silver Creek CS SAV, LLC:    0 shares
 
Page 7 of 11
CUSIP NO. 5900U108

 
(iv)  Shared power to dispose or to direct the disposition of:

Nantahala Capital Management, LLC:  174,613 shares
Nantahala Capital Partners Limited Partnership:  57,898 shares
Blackwell Partners LLC:  95,682 shares
Silver Creek CS SAV, LLC:  21,033 shares

Each of the Reporting Persons disclaims beneficial ownership of the shares with respect to which this statement is made, except to the extent of its pecuniary interest in such shares.

 
(c)
During the past sixty days, the following Reporting Persons effected the transactions in the Issuer’s securities set forth opposite their names (all of which transactions were purchases effected in the open market):
 
Page 8 of 11
CUSIP NO. 5900U108
 
 
Reporting Person
Date of Transaction
Type of Transaction
Number of Shares
Price per Share
Nantahala Capital Partners Limited Partnership
09/13/2010
Purchase
567
 $32.0195
 
09/14/2010
Purchase
783
 $32.0200
 
09/15/2010
Purchase
389
 $32.0200
 
09/16/2010
Purchase
147
 $32.0200
 
09/20/2010
Purchase
755
 $30.0900
 
10/13/2010
Sale
700
$26.6371
 
10/18/2010
Sale
369
$17.4794
 
10/18/2010
Purchase
3,922
 $14.8650
 
10/19/2010
Purchase
7,843
 $13.6970
 
10/20/2010
Purchase
824
 $13.7650
 
10/21/2010
Purchase
1,765
 $14.1337
 
10/25/2010
Purchase
2,102
 $14.0514
 
10/26/2010
Purchase
1,378
 $13.7259
 
10/27/2010
Purchase
792
 $13.6128
 
10/28/2010
Purchase
1,378
 $13.4150
 
10/29/2010
Purchase
999
 $12.6150
         
Blackwell Partners LLC
09/13/2010
Purchase
936
 $32.0195
 
09/14/2010
Purchase
1,292
 $32.0200
 
09/15/2010
Purchase
643
 $32.0200
 
09/16/2010
Purchase
243
 $32.0200
 
09/20/2010
Purchase
1,245
 $30.0900
 
10/13/2010
Sale
1,200
$26.6371
 
10/18/2010
Sale
631
$17.4794
 
10/18/2010
Purchase
6,078
 $14.8650
 
10/19/2010
Purchase
12,157
 $13.6970
 
10/20/2010
Purchase
1,276
 $13.7650
 
10/21/2010
Purchase
2,735
 $14.1337
 
10/25/2010
Purchase
3,229
 $14.0514
 
10/26/2010
Purchase
2,118
 $13.7259
 
10/27/2010
Purchase
1,218
 $13.6128
 
10/28/2010
Purchase
2,118
 $13.4150
 
10/29/2010
Purchase
1,535
 $12.6150
         
Silver Creek CS SAV, LLC
10/22/2010
Purchase
16,400
 $14.1419
 
10/25/2010
Purchase
2,969
 $14.0514
 
10/26/2010
Purchase
504
 $13.7259
 
10/27/2010
Purchase
290
 $13.6128
 
10/28/2010
Purchase
504
 $13.4150
 
10/29/2010
Purchase
366
 $12.6150
 
 
(d)
Except as set forth in this Schedule 13D, no person other than (i) the Reporting Persons and (ii) limited partners and other beneficial owners of interests in the reporting persons (none of whose interests relate to more than 5% of the Issuer’s Common Stock) is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the securities to which this statement relates.
     
 
(e)  
Not applicable
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None

Item 7.
Material to be Filed as Exhibits.

Exhibit 99.1                                Joint Filing Agreement dated November 4, 2010
 
Page 9 of 11
CUSIP NO. 5900U108

 
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 4, 2010

Nantahala Capital Management, LLC

By:     /s/  Wilmot B. Harkey                       
Wilmot B. Harkey
Managing Member

Nantahala Capital Partners Limited Partnership
By:  Nantahala Capital Management, LLC

By:     /s/  Wilmot B. Harkey                       
Wilmot B. Harkey
Managing Member

Blackwell Partners LLC

By:     /s/  Wilmot B. Harkey                       
Wilmot B. Harkey
Investment Manager

Silver Creek CS SAV, LLC

By:     /s/  Wilmot B. Harkey                       
Wilmot B. Harkey
Investment Manager
 

Page 10 of 11

CUSIP NO. 5900U108
Annex A

MANAGERS AND GENERAL PARTNERS OF CERTAIN REPORTING PERSONS

The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons (the “Covered Persons”) of the Reporting Persons indicated below:
 
Nantahala Capital Management, LLC
 
Name
Title or Relationship with Reporting Person
Principal Occupation or Employment
Citizenship or Jurisdiction of Organization
Principal Place of Business
Wilmot B. Harkey
Managing Member
Investment Management
United States
(1)
Daniel J. Mack
Managing Member
Investment Management
United States
(1)

Nantahala Capital Partners Limited Partnership
 
Name
Title or Relationship with Reporting Person
Principal Occupation or Employment
Citizenship or Jurisdiction of Organization
Principal Place of Business
Nantahala Capital Management, LLC
General Partner
Investment Management
Massachusetts
(1)
 
 
Blackwell Partners LLC
 
Name
Title or Relationship with Reporting Person
Principal Occupation or Employment
Citizenship or Jurisdiction of Organization
Principal Place of Business
Wilmot B. Harkey
Investment Manager
Investment Management
United States
(1)
Daniel J. Mack
Investment Manager
Investment Management
United States
(1)
 
Silver Creek CS SAV, LLC
 
Name
Title or Relationship with Reporting Person
Principal Occupation or Employment
Citizenship or Jurisdiction of Organization
Principal Place of Business
Wilmot B. Harkey
Investment Manager
Investment Management
United States
(1)
Daniel J. Mack
Investment Manager
Investment Management
United States
(1)
 
  (1)  The address of the principal place of business of each of the Covered Persons is 100 First Stamford Place, Second Floor, Stamford, Connecticut 06902
 
 
Page 11 of 11