Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No.
1)*
AMERICAN
RIVER BANKSHARES
|
(Name
of Issuer)
|
Common
Stock, no par value
|
(Title
of Class of Securities)
|
December
31, 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:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
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).
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Ryan
Heslop
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
x
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United
States
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED
VOTING POWER
|
|
|
|
|
|
326,203
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
326,203
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
326,203
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
5.5%
1
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
|
1
Based on 5,884,855 shares of Common Stock of the Company outstanding as of May 3, 2018.
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Ariel
Warszawski
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
x
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United
States
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED
VOTING POWER
|
|
|
|
|
|
326,203
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
326,203
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
326,203
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
5.5%
1
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
|
1
Based on 5,884,855
shares of Common Stock of the Company outstanding as of May 3, 2018.
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Firefly
Value Partners, LP
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
x
|
|
|
|
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
|
|
|
|
|
|
326,203
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
326,203
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
326,203
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
5.5%
1
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
PN,
IA
|
|
1
Based on 5,884,855
shares of Common Stock of the Company outstanding as of May 3, 2018.
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
FVP
GP, LLC
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
x
|
|
|
|
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
|
|
|
|
|
|
326,203
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
326,203
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
326,203
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
5.5%
1
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
1
Based on 5,884,855
shares of Common Stock of the Company outstanding as of May 3, 2018.
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Firefly
Management Company GP, LLC
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
x
|
|
|
|
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
|
|
|
|
|
|
326,203
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
326,203
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
326,203
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
5.5%
1
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
1
Based on 5,884,855
shares of Common Stock of the Company outstanding as of May 3, 2018.
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
FVP
Master Fund, L.P.
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
x
|
|
|
|
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
|
|
|
|
|
|
326,203
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
326,203
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
326,203
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
5.5%
1
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
PN
|
|
1
Based on 5,884,855
shares of Common Stock of the Company outstanding as of May 3, 2018.
Item
1.
|
(a).
|
Name
of Issuer:
|
|
|
|
|
|
|
|
American
River Bankshares
|
|
|
(b).
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
|
|
3100
Zinfandel Drive
Suite
450
Rancho
Cordova, CA 95670
|
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
|
|
|
This
Amendment No. 1 (this “Amendment”) to the original Schedule 13G filed on February 14, 2018, as amended (this
“Statement”), is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership
(“FVP Master Fund”), (ii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”),
which serves as the investment manager of FVP Master Fund, (iii) FVP GP, LLC, a Delaware limited liability company (“FVP
GP”), which serves as the general partner of FVP Master Fund, (iv) Firefly Management Company GP, LLC, a Delaware
limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners,
and (v) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing,
collectively, “Reporting Persons”). FVP Master Fund is a private investment vehicle formed for
the purpose of investing and trading in a wide variety of securities and financial instruments. FVP Master Fund
directly owns all of the shares reported in this Statement. Messrs. Heslop and Warszawski, Firefly Partners,
Firefly Management and FVP GP may be deemed to share with FVP Master Fund voting and dispositive power with respect to
such shares.
|
|
|
(b).
|
Address
or principal business office or, if none, residence:
|
|
|
|
|
|
|
|
The Principal Business
Office of FVP Master Fund is:
c/o dms Corporate Services,
Ltd.
P.O. Box 1344
dms House
20 Genesis Close
Grand Cayman, KY1-1108
Cayman Islands
The Principal Business
Officer of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP and Firefly Management is:
601 West 26th Street,
Suite 1520
New York, NY 10001
|
|
|
(c).
|
Citizenship:
|
|
|
|
|
|
|
|
For citizenship information
see Item 4 of the cover sheet of each Reporting Person.
|
|
|
(d).
|
Title
of class of securities:
|
|
|
|
|
|
|
|
Common Stock, no par value
|
|
|
(e).
|
CUSIP
No.:
|
|
|
|
|
|
|
|
029326105
|
|
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)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
x
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
o
|
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o
|
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:
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
|
See
Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2. The percentage ownership of each Reporting
Person is based on 5,884,855 shares of Common Stock outstanding as of May 3, 2018, as reported in the Issuer’s quarterly report
on Form 10-Q/A filed on November 7, 2018.
|
|
|
|
Instruction: For
computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
|
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
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.
|
|
|
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.
|
February
14, 2019
|
|
(Date)
|
|
|
|
/s/
Ariel Warszawski
|
|
(Signature)
|
|
|
|
Ryan
Heslop
|
|
Ariel
Warszawski
|
|
Firefly
Value Partners, LP
|
|
FVP
GP, LLC
|
|
Firefly
Management Company GP, LLC
|
|
FVP
Master Fund, L.P.
|
|
(Name/Title)
|
The original statement shall
be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on
behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence
of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Date:
February 14, 2019
|
By:
|
/s/
Ariel Warszawski
|
|
|
Ariel
Warszawski, for himself and as Managing Member
of FVP GP (for itself and as general partner of FVP
Master Fund) and Firefly
Management (for itself and as
general partner of Firefly Partners)
|
|
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