Sec Form 13D Filing - PL Capital LLC filing for BANK FINANCIAL CORP (BFIN) - 2020-05-14

CUSIP No. 06643P104

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Mr. John W. Palmer

PL Capital Advisors, LLC

750 Eleventh Street South

Suite 202

Naples, FL 34102

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with copies to-

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.

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The initial Schedule 13D, dated February 5, 2013, was filed with the Securities and Exchange Commission on February 14, 2013 (the “Initial Schedule 13D”) and relates to the common stock, $0.01 par value (“Common Stock”), of BankFinancial Corporation (the “Company” or “BankFinancial”).  The Initial Schedule 13D is amended and restated in its entirety by this amended Schedule 13D filing (this “Schedule 13D”).  The address of the principal executive offices of the Company is 15W060 North Frontage Road, Burr Ridge, IL 60527.

In aggregate, the Reporting Persons have voting and dispositive power over 1,055,115 shares of Common Stock of the Company acquired at an aggregate cost of $8,947,702. 

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The Clients hold 1,045,755 shares of Common Stock, Mr. Palmer holds 7,835 shares and Mr. Palmer’s IRA holds 1,525 shares.  PL Capital Advisors does not own any Common Stock directly but is deemed to beneficially own Common Stock held by the Clients.  PL Capital Advisors disclaims beneficial ownership of such Common Stock, except to the extent of its pecuniary interest therein.

From time to time, the Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. (“Goldman Sachs”) on such firm’s usual terms and conditions.  All or part of the shares of Common Stock owned by the Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to the Clients.  Because at any given time other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase any particular security, including the Common Stock.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no Clients or the other holders of Common Stock have margin or other loans outstanding secured by Common Stock.

This is the Reporting Persons’ sixth amendment to the Initial Schedule 13D.

The Reporting Persons own 7.0% of the Company in the aggregate, based upon the Company’s aggregate outstanding shares as of April 17, 2020.  This represents an increase in ownership of greater than 1% of the Company’s outstanding Common Stock since the date of the Reporting Persons most recent amended Schedule 13D filed on March 1, 2019.  The Reporting Persons acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.

 

On February 27, 2019, the Reporting Persons and various affiliated entities and individuals (collectively, the “PL Capital Parties”) entered into a Stock Purchase Agreement with the Company in connection with the Company’s purchase of 700,000 shares of Common Stock from the Clients. The Stock Purchase Agreement was attached as Exhibit 5 to Amendment 5 of Schedule 13D filed on March 1, 2019.

Additionally, the PL Capital Parties and the Company entered into an Amended Standstill Agreement dated February 27, 2019.  As part of the Amended Standstill Agreement, among other things, John Palmer resigned from the board of directors of the Company and its bank subsidiary.  The Amended Standstill Agreement amends the provisions of the Restated Standstill Agreement dated April 21, 2017.  The Restated Standstill Agreement was previously filed as Exhibit 3 to Amendment 4 of Schedule 13D filed on April 26, 2017.  The Amended Standstill Agreement was attached as Exhibit 4 to Amendment 5 of Schedule 13D filed on March 1, 2019.  The standstill period contained in the Restated Standstill Agreement expired on December 31, 2019.

The Reporting Persons may make purchases of shares of Common Stock in the future and may also dispose of any or all the shares of Common Stock held by them.

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To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose.  Except as noted in this Amended Schedule 13D, the Reporting Persons do not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Unless otherwise noted in this Schedule 13D, no Reporting Person has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  The Reporting Persons may make further purchases of shares of Common Stock, and the Reporting Persons may dispose of any or all the shares of Common Stock which they hold on behalf of the Clients.

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 15,042,268, reported as the number of outstanding shares as of April 17, 2020, in the Company’s Quarterly Report on Form 10-Q filed on April 21, 2020.

PL Capital Advisors is the investment manager or adviser to the Clients, and has sole voting and dispositive power over shares of Common Stock held on behalf of the Clients.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients.  Mr. Palmer owns shares of Common Stock in his own name, including in an IRA, and he has sole voting and dispositive power over these shares of Common Stock.

PL Capital Advisors made transactions in the Common Stock on behalf of the Clients within the past 60 days as noted below.  Messrs. Palmer and Lashley did not have any transactions in the Common Stock other than the transactions effected by PL Capital Advisors on behalf of the Clients.

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PL Capital Advisors is the investment manager on behalf of the Clients.  Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement.  PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients’ capital.  Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership.  For serving as the general partner of these partnerships, PL Capital Advisors’ affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships.

_________________________

*Previously filed.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement May 13, 2020.