Amended Statement of Beneficial Ownership (sc 13d/a)
September 17 2015 - 4:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
(Rule 13d-101) |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a) |
(Amendment No. 8)* |
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Porter Bancorp,
Inc. |
(Name of Issuer) |
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Common Stock,
no par value |
(Title of Class of Securities) |
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736233107 |
(CUSIP Number) |
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with a copy to: |
Marc Weingarten and Eleazer Klein |
Schulte Roth & Zabel LLP |
919 Third Avenue |
New York, New York 10022 |
(212) 756-2000 |
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(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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September
16, 2015 |
(Date of Event which Requires |
Filing of this Schedule) |
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 Rule 13d-1(e), 13d-1(f)
or 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 Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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* 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. 736233107 | SCHEDULE 13D/A | Page 2 of 8 Pages |
1 |
NAME OF REPORTING PERSONS
SBAV LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
1,200 shares of Common Stock |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
1,200 shares of Common Stock |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,200 shares of Common Stock |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
Less than 0.1% |
14 |
TYPE OF REPORTING PERSON
PN |
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CUSIP No. 736233107 | SCHEDULE 13D/A | Page 3 of 8 Pages |
1 |
NAME OF REPORTING PERSONS
SBAV GP LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
1,200 shares of Common Stock |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
1,200 shares of Common Stock |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,200 shares of Common Stock |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
Less than 0.1% |
14 |
TYPE OF REPORTING PERSON
OO |
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CUSIP No. 736233107 | SCHEDULE 13D/A | Page 4 of 8 Pages |
1 |
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
(ENTITIES ONLY)
Clinton Magnolia Master Fund, Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 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
577,942 shares of Common Stock |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
577,942 shares of Common Stock |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
577,942 shares of Common Stock |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
2.9% |
14 |
TYPE OF REPORTING PERSON
CO |
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CUSIP No. 736233107 | SCHEDULE 13D/A | Page 5 of 8 Pages |
1 |
NAME OF REPORTING PERSONS
George Hall |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 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
- 0 - |
8 |
SHARED VOTING POWER
579,142 shares of Common Stock |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
579,142 shares of Common Stock |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
579,142 shares of Common Stock |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
3.0% |
14 |
TYPE OF REPORTING PERSON
IN |
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CUSIP No. 736233107 | SCHEDULE 13D/A | Page 6 of 8 Pages |
1 |
NAME OF REPORTING PERSONS
Clinton Group, Inc. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
579,142 shares of Common Stock |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
579,142 shares of Common Stock |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
579,142 shares of Common Stock |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
3.0% |
14 |
TYPE OF REPORTING PERSON
IA; CO |
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CUSIP No. 736233107 | SCHEDULE 13D/A | Page 7 of 8 Pages |
This Amendment No. 8 to Schedule 13D ("Amendment No. 8")
amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC")
on July 11, 2011 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed with the SEC
on August 5, 2011 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on October
24, 2011 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D filed with the SEC on October 26, 2011
("Amendment No. 3") Amendment No. 4 to the Original Schedule 13D filed with the SEC on November 29, 2011 ("Amendment
No. 4"), Amendment No. 5 to the Original Schedule 13D filed with the SEC on January 31, 2012 ("Amendment No. 5"),
Amendment No. 6 to the Original Schedule 13D filed with the SEC on May 19, 2014 ("Amendment No. 6"), and Amendment
No. 7 filed with the SEC on November 17, 2014 ("Amendment No. 7" and together with the Original Schedule 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 8,
the "Schedule 13D") with respect to the common stock, no par value (the "Shares"), of Porter
Bancorp, Inc., a Kentucky corporation (the "Issuer" or "Bank"). Capitalized terms used herein
and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. This Amendment No. 8 amends
Item 5 as set forth below.
This Amendment No. 8 is being filed to reflect the expiration of
the warrants previously reported as held by the Reporting Persons. As a result of such warrants expiring pursuant to their terms
without exercise, this Amendment No. 8 is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting
Persons.
Item 5. |
INTEREST IN SECURITIES OF THE ISSUER. |
Paragraphs (a) – (b) and (e) of Item 5
are hereby amended and restated as follows:
(a) See rows (11) and (13) of the cover pages
to this Amendment No. 8 for the aggregate number of Shares and percentages of the Shares beneficially owned by each of the Reporting
Persons. The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 19,301,223 Shares outstanding,
as of August 14, 2015, as reported in the Definitive Proxy Statement of the Issuer filed on August 21, 2015.
(b) By virtue of an investment management agreement
with CMAG and SBAV, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 577,942
Shares beneficially owned by CMAG and the 1,200 Shares beneficially owned by SBAV. By virtue of it being the general partner of
SBAV, SBAV GP may be deemed to have shared voting power and shared dispositive power with respect to all of the 1,200 Shares beneficially
owned by SBAV. By virtue of his direct and indirect control of each of CGI, CMAG, SBAV and SBAV GP, Mr. Hall may be deemed to have
shared voting power and shared dispositive power with respect to all Shares as to which each of CGI, CMAG, SBAV and SBAV GP has
voting power or dispositive power.
(e) The Reporting Persons ceased to collectively
beneficially own more than five percent of the Shares on September 16, 2015.
CUSIP No. 736233107 | SCHEDULE 13D/A | Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 17, 2015
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Clinton Group, Inc. |
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By: |
/s/ Francis Ruchalski |
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Name: |
Francis Ruchalski |
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Title: |
Chief Financial Officer |
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Clinton Magnolia Master Fund, Ltd. |
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By: |
Clinton Group, Inc., its investment manager |
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By: |
/s/ Francis Ruchalski |
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Name: |
Francis Ruchalski |
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Title: |
Chief Financial Officer |
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SBAV LP |
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By: |
SBAV GP LLC, its general partner |
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By: |
/s/ George Hall |
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Name: |
George Hall |
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Title: |
Managing Member |
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SBAV GP LLC |
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By: |
/s/ George Hall |
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Name: |
George Hall |
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Title: |
Managing Member |
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/s/ George Hall |
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George Hall |
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