Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.2)*
SB Financial Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
78408D105
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons
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).
SCHEDULE 13G/A
CUSIP No.
78408D105
1
Names of Reporting Persons
Cutler Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)[ ]
(b)[ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power
133,300
6
Shared Voting Power
133,918
7
Sole Dispositive Power
0
8
Shared Dispositive Power
400,284
9
Aggregate Amount Beneficially Owned by Each Reporting Person
400,284
10 Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
11
Percent of class represented by amount in row (9)
5.92%
12
Type of Reporting Person (See Instructions)
IA
Item 1.
(a) Name of Issuer: SB Financial Group, Inc.
(b) Address of Issuers Principal Executive Offices:
401 Clinton Street
P.O. Box 467
Defiance, Ohio 43512
Item 2.
(a) Name of Person Filing:
Cutler Capital Management, LLC
(b) Address of Principal Business Office or, if None, Residence:
The Day Building
306 Main Street
Worcester, Massachusetts 01608-1518
(c) Citizenship: US
(d) Title and Class of Securities: Common Stock
(e) CUSIP No.: 78408D105
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) [_] Broker or dealer registered under Section 15 of the Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act;
(d) [_] Investment company registered under Section 8 of the Investment Company
Act of 1940;
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] 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;
(j) [_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
Item 4. Ownership
(a) Amount Beneficially Owned:
(b) Percent of Class:
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
The information required by this item is set forth in rows 5 through 9 and 11
of the cover page to this Schedule 13G/A.
The percent of class represented by the amount beneficially owned is based on
6,763,126 shares of common stock outstanding as of January 26, 2023,
indicated on the cover page of the issuers Form 8-K filed with the Securities
and Exchange Commission on January 26, 2023.
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 [ ].
Not applicable.
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 or control person.
Not applicable.
Item 8. Identification and classification of members of the group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
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.
SIGNATURES
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.
Cutler Capital Management, LLC
By: /s/ Geoffrey Dancey February 14, 2024
Geoffrey Dancey Date
Manager
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