Amended Statement of Ownership (sc 13g/a)
February 18 2016 - 4:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Central
Federal Corporation
(Name
of Issuer)
Common
Stock, $.01 par value per share
(Title
of Class of Securities)
15346Q202
(CUSIP
Number)
12/31/15
(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)
[X] 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 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 (“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. 15346Q202
1.
|
NAMES
OF REPORTING PERSONS |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Elizabeth
Park Capital Advisors, Ltd. |
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(see
instructions) |
|
(a)
[ ] |
|
(b)
[X] |
3.
|
SEC
USE ONLY |
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Ohio,
U.S.A |
|
5.
|
SOLE
VOTING POWER |
|
|
|
NUMBER
OF |
|
0 |
SHARES |
6.
|
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED
BY |
|
1,415,949 |
EACH |
7.
|
SOLE
DISPOSITIVE POWER |
REPORTING |
|
|
PERSON
WITH |
|
0 |
|
8.
|
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
1,415,949 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,415,949
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
(see
instructions) [ ] |
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
8.8%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions) |
|
|
|
OO,
IA |
CUSIP
No. 15346Q202
1.
|
NAMES
OF REPORTING PERSONS |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Elizabeth
Park Capital Master Fund, Ltd. |
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(see
instructions) |
|
(a)
[ ] |
|
(b)
[X] |
3.
|
SEC
USE ONLY |
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Cayman
Islands |
|
5.
|
SOLE
VOTING POWER |
|
|
|
NUMBER
OF |
|
0 |
SHARES |
6.
|
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED
BY |
|
1,165,554 |
EACH |
7.
|
SOLE
DISPOSITIVE POWER |
REPORTING |
|
|
PERSON
WITH |
|
0 |
|
8.
|
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
1,165,554 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,165,554
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
(see
instructions) [ ] |
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
7.2%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions) |
|
|
|
CO
|
CUSIP
No. 15346Q202
1.
|
NAMES
OF REPORTING PERSONS |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Fred
Cummings |
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(see
instructions) |
|
(a)
[ ] |
|
(b)
[X] |
3.
|
SEC
USE ONLY |
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
U.S.A |
|
5.
|
SOLE
VOTING POWER |
|
|
|
NUMBER
OF |
|
0 |
SHARES |
6.
|
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED
BY |
|
1,415,949 |
EACH |
7.
|
SOLE
DISPOSITIVE POWER |
REPORTING |
|
|
PERSON
WITH |
|
0 |
|
8.
|
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
1,415,949 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,415,949
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
(see
instructions) [ ] |
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
8.8%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions) |
|
|
|
IA |
Item
1.
|
(a) |
Name
of Issuer |
|
|
Central
Federal Corporation |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices |
|
|
7000
North High Street |
|
|
Worthington,
Ohio 43085 |
Item
2.
|
(a) |
Name
of Person Filing |
|
|
Elizabeth
Park Capital Advisors, Ltd. |
|
|
Elizabeth
Park Capital Master Fund, Ltd. |
|
|
Fred
Cummings |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence |
|
|
29525
Chagrin Blvd., Suite 318 |
|
|
Pepper
Pike, Ohio 44122 |
|
|
|
|
(c) |
Citizenship
|
|
|
Elizabeth
Park Capital Advisors, Ltd. – Ohio, U.S.A. |
|
|
Elizabeth
Park Capital Master Fund, Ltd. – Cayman Islands |
|
|
Fred
Cummings – U.S.A. |
|
|
|
|
(d) |
Title
of Class of Securities |
|
|
Common
Stock |
|
|
|
|
(e) |
CUSIP
Number |
|
|
15346Q202 |
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:
N/A
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:
Elizabeth Park Capital Advisors, Ltd. - 1,415,949*
Elizabeth Park Capital Master Fund, Ltd. –
1,165,554*
Fred Cummings - 1,415,949* |
|
|
|
|
(b)
|
Percent
of class:
Elizabeth Park Capital Advisors, Ltd. – 8.8%*
Elizabeth Park Capital Master Fund, Ltd. –
7.2%*
Fred Cummings – 8.8%* |
|
|
|
|
(c)
|
Number
of shares as to which the person has: |
|
(i) |
Sole
power to vote or to direct the vote
Elizabeth
Park Capital Advisors, Ltd. – 0
Elizabeth
Park Capital Master Fund, Ltd.
Fred
Cummings – 0 |
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote
Elizabeth
Park Capital Advisors, Ltd. - 1,415,949*
Elizabeth
Park Capital Master Fund, Ltd. – 1,165,554*
Fred
Cummings - 1,415,949* |
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of
Elizabeth
Park Capital Advisors, Ltd. – 0
Elizabeth
Park Capital Master Fund, Ltd. – 0
Fred
Cummings – 0 |
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of
Elizabeth
Park Capital Advisors, Ltd. - 1,415,949*
Elizabeth
Park Capital Master Fund, Ltd. – 1,165,554*
Fred
Cummings - 1,415,949* |
* The shares of the Common Stock, $.01 par
value per share (the “Shares”), of Central Federal Corporation (the “Issuer”) reported herein are held
by Elizabeth Park Capital Master Fund, Ltd. (the “Master Fund”) and certain other private investment funds and separately
managed accounts (the “Elizabeth Park Entities”) managed by Elizabeth Park Capital Advisors, Ltd. (the “Adviser”).
The Adviser is the Investment Manager of the Elizabeth Park Entities. Fred Cummings (together with the Adviser and the Master
Fund, the “Reporting Persons”) is the Managing Member of the Adviser. By virtue of these relationships, the Reporting
Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Elizabeth Park
Entities. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes
of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims
beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.
The beneficial ownership percentage reported
herein is based on 16,033,710 Shares issued and outstanding as of November 12, 2015, as disclosed in the Issuer’s Form 10-Q
for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on November 12, 2015.
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 [ ].
N/A
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.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
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 that purpose or effect.
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 18, 2016
|
Elizabeth
Park Capital Advisors, Ltd. |
|
|
|
|
By: |
/s/
Fred Cummings |
|
|
Fred
Cummings, Managing Member |
|
|
|
|
Fred
Cummings |
|
|
|
|
By: |
/s/
Fred Cummings |
|
|
Fred
Cummings, Individually |
Exhibit
1
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The undersigned hereby
consent and agree to the joint filing of Schedule 13G Amendment No. 1 under the Securities Exchange Act of 1934, as amended, with
respect to the Common Stock, $.01 par value per share, of Central Federal Corporation, together with any or all amendments thereto,
when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii)
as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the
undersigned may mutually agree.
Dated:
February 18, 2016
|
Elizabeth
Park Capital Advisors, Ltd. |
|
|
|
|
By: |
/s/
Fred Cummings |
|
|
Fred
Cummings, Managing Member |
|
|
|
|
Fred
Cummings |
|
|
|
|
By: |
/s/
Fred Cummings |
|
|
Fred
Cummings, Individually |
CF Bankshares (NASDAQ:CFBK)
Historical Stock Chart
From Aug 2024 to Sep 2024
CF Bankshares (NASDAQ:CFBK)
Historical Stock Chart
From Sep 2023 to Sep 2024