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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
CENTRAL FEDERAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
15346Q400
(CUSIP Number)
Edward W. Cochran
20030 Marchmont Rd
Shaker Heights, OH 44122
(216) 751-5546
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 14, 2020
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
| * | 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. 15346Q400 | 13D | Page 2 of 4 Pages |
| 1. | NAMES OF REPORTING PERSONS
EDWARD W. COCHRAN | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS (see instructions)
PF | |||||
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
308,074 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
308,074 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,074 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76% | |||||
| 14. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| CUSIP No. 15346Q400 | 13D | Page 3 of 4 Pages |
| Item 1. | Security and Issuer. |
Common Stock of Central Federal Corporation
7000 N High Street
Worthington, OH 43085
| Item 2. | Identity and Background. |
| a. | Edward W. Cochran |
| b. | 20030 Marchmont Road, Shaker Heights, Ohio 44122 |
| c. | Self-employed attorney |
| d. | No |
| e. | No |
| f. | USA |
| Item 3. | Source or Amount of Funds or Other Consideration. |
Personal Funds in the aggregate amount of $2,300,000
| Item 4. | Purpose of Transaction. |
Private Investment
| Item 5. | Interest in Securities of the Issuer. |
| a. | The 308,074 shares of Common Stock beneficially owned include 4,545 shares of Common Stock which may be acquired upon the exercise of stock options which are currently exercisable or will become exercisable within 60 days. The 308,074 shares of Common Stock represents 5.76% of outstanding Common Stock of Central Federal Corporation, calculated based upon the sum of (a) 5,339,690 shares of Common Stock outstanding as of November 1, 2019 (as reported in the most recent Quarterly Report on Form 10-Q of Central Federal Corporation), plus (b) the number of shares of Common Stock which may be acquired by the person identified in Item 2 (the “Reporting Person”) within 60 days pursuant to the exercise of outstanding stock options. |
| b. | The Reporting Person has sole voting and dispositive power with respect to all 308,074 shares of Common Stock. |
| c. | The number of shares of Common Stock reported in Item 5.a. above includes 3,200 shares of Common Stock underlying restricted stock awards that were granted on December 18, 2019 under the Central Federal Corporation 2019 Equity Incentive Plan. The restricted stock will vest ratable over a three-year period. |
| d. | None |
| e. | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
None
| Item 7. | Material to Be Filed as Exhibits. |
None
| CUSIP No. 15346Q400 | 13D | Page 4 of 4 Pages |
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.
| /s/ Edward W. Cochran |
| Edward W Cochran/Individual |
| February 14, 2020 |