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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CUSIP No. 204157101
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Page 1 of 11 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 3
Under the Securities Exchange Act of 1934
COMMUNITY WEST BANCSHARES
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
204157101
(CUSIP Number)
Mr. John W. Palmer
PL Capital Advisors, LLC
750 Eleventh Street South
Suite 202
Naples, FL 34102
(239) 777-0187
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
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Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL 60654-5313
(312) 832-4549
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Peter D. Fetzer
Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202-5306
(414) 297-5596
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April 12, 2022
(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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CUSIP No. 204157101
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Page 2 of 11 Pages
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1
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NAME OF REPORTING PERSON
PL Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
632,075
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
632,075
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,075
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 204157101
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Page 3 of 11 Pages
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1
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NAME OF REPORTING PERSON
John W. Palmer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
632,075
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|||
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
632,075
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,075
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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|||
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14
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TYPE OF REPORTING PERSON
IN
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|||
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CUSIP No. 204157101
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Page 4 of 11 Pages
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1
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NAME OF REPORTING PERSON
Richard J. Lashley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
632,075
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|||
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
632,075
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,075
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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|||
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14
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TYPE OF REPORTING PERSON
IN
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|||
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CUSIP No. 204157101
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Page 5 of 11 Pages
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1
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NAME OF REPORTING PERSON
Martin P. Alwin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
2,000
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8
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SHARED VOTING POWER
0
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|||
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9
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SOLE DISPOSITIVE POWER
2,000
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|||
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
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|||
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 204157101
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Page 6 of 11 Pages
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| Item 1. |
Security and Issuer
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This amended Schedule 13D relates to the common stock, no par value (“Common Stock”), of Community West Bancshares (the “Company”). The address of the principal executive offices
of the Company is 445 Pine Avenue, Goleta, California 93117.
| Item 2. |
Identity and Background
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| (a) |
This amended Schedule 13D is being filed jointly by (1) PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the
Investment Advisers Act of 1940 (“PL Capital Advisors”); (2) Richard J. Lashley, a managing member of PL Capital Advisors; (3) John W. Palmer, a
managing member of PL Capital Advisors (PL Capital Advisors, Mr. Lashley, and Mr. Palmer, collectively, the “PL Reporting Persons”); and (4) Martin P.
Alwin, as these parties are deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
by virtue of them coordinating their activities with regard to the Company. The joint filing agreement of the PL Reporting Persons and Mr. Alwin was attached as Exhibit
1 to Amendment No. 2 to the initial Schedule 13D (“Initial 13D”).
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| (b) |
The principal business address of the PL Reporting Persons and Mr. Alwin is 750 Eleventh Street South, Suite 202, Naples, FL 34102.
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| (c) |
The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts
(collectively, the “Clients”). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control
over the affairs of PL Capital Advisors. PL Capital Advisors has sole voting and dispositive power over the Common Stock held by the Clients, which is deemed shared with the two Managing Members of PL Capital Advisors, and the Clients do not
have the right to acquire voting or dispositive power over the Common Stock within sixty days. The principal business of Mr. Alwin is serving as a Senior Analyst for PL Capital Advisors.
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| (d)-(e) |
During the last five years, none of the PL Reporting Persons nor Mr. Alwin (i) has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws.
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CUSIP No. 204157101
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Page 7 of 11 Pages
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| (f) |
Richard Lashley, John Palmer and Martin P. Alwin are citizens of the United States.
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| Item 3. |
Source and Amount of Funds or Other Consideration
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In aggregate, the PL Reporting Persons have voting and dispositive power over 632,075 shares of Common Stock of the
Company acquired at an aggregate cost of $6,418,305. The Clients hold 632,075 shares of Common Stock. Mr. Lashley, Mr. Palmer and PL Capital Advisors do not own any Common Stock directly but are 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.
Mr. Alwin has voting and dispositive power over 2,000 shares of Common Stock of the Company acquired at an
aggregate cost of $27,301.
From time to time, the PL Reporting Persons may have purchased or held Common Stock on margin provided by Goldman
Sachs & Co. 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. 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 have margin or other loans outstanding secured by Common Stock. As of the date of this filing, Mr. Alwin has no margin or other loans outstanding secured by Common Stock.
| Item 4. |
Purpose of Transaction
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This is the PL Reporting Persons’ third amendment to their Initial 13D. Mr. Alwin is part of the filing, as the PL Reporting Persons
and Mr. Alwin are deemed to constitute a “group” for purposes of the Exchange Act by virtue of them coordinating their activities with regard to the Company.
The PL Reporting Persons own 7.3% of the Company in the aggregate and Mr. Alwin owns less than 0.1%, based upon the
Company’s aggregate outstanding shares as of March 8, 2022. The PL Reporting Persons and Mr. Alwin acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.
The PL Reporting Persons and Mr. Alwin also intend to monitor the performance and corporate governance of the Company, as well as the
actions of the Company’s management and board. As they deem necessary, the PL Reporting Persons and Mr. Alwin will assert their stockholder rights.
On April 12, 2022, the Company filed a proxy statement with the SEC. The proxy statement includes a proposal to
elect Martin P. Alwin, Senior Analyst at PL Capital, to the Board of Directors of the Company at the 2022 Annual Meeting. The 2022 Annual Meeting is currently scheduled to be held on May 26, 2022.
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CUSIP No. 204157101
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Page 8 of 11 Pages
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On October 5, 2021 a letter from John Palmer was sent to Marty Plourd, President, CEO and Director of Community West Bancshares
regarding proposed changes to the Company’s corporate governance. A copy was attached as Exhibit 2 to the first amendment to the Initial 13D.
To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the
Exchange Act, and the regulations thereunder, the PL Reporting Persons and Mr. Alwin have such a purpose. Unless otherwise noted in this amended Schedule 13D, no PL Reporting Person nor Mr. Alwin has any current plans or proposals, which relate to,
or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive of Item (4) of Schedule 13D. The PL Reporting Persons and Mr. Alwin may, at any time and from time to time, review or reconsider their positions and
formulate plans or proposals with respect thereto, including potentially, the acquisition of additional shares of Common Stock, seeking corporate governance changes or seeking representation on the board of directors of the Company. The PL Reporting
Persons and Mr. Alwin currently do not intend to purchase more than 9.999% of the Company’s outstanding Common Stock, but may reconsider this position, subject to applicable restrictions, and increase their aggregate holdings above 9.999% of the
Company’s outstanding Common Stock. The PL Reporting Persons and Mr. Alwin may dispose of any or all the shares of Common Stock which they hold on behalf of the Clients and themselves, as applicable.
Item 5. Interest in Securities of the Company
The percentages used in this Schedule
13D are calculated based upon the number of outstanding shares of Common Stock, 8,671,309, reported as the number of outstanding shares as of March 8, 2022, in the
Company’s Annual Report on Form 10-K filed on March 29, 2022.
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.
PL Capital Advisors made transactions in the Common Stock on behalf of the Clients within the past 60 days as noted
in the second amendment to the Initial 13D, as supplemented 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.
PL Capital Advisors Transactions Common Stock
(a)-(b) See cover page.
| (c) |
On behalf of the Clients, PL Capital Advisors has made one purchase (and no sales) of Common Stock since March 21, 2022, the date of the latest transaction reported in
Amendment No. 2 to the Initial 13D, as filed with the SEC on March 23, 2022:
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CUSIP No. 204157101
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Page 9 of 11 Pages
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Trade Date
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Number of Shares Purchased
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Price Per Share
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Where and How Transaction Effected
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3/22/2022
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3,408
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14.74
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Open Market Transaction
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Martin P. Alwin Transactions Common Stock
(a)-(b) See cover page.
| (c) |
Martin P. Alwin has made no purchases and no sales of Common Stock since March 4, 2022, the date of the latest transaction reported in Amendment No. 2 to the Initial
13D, as filed with the SEC on March 23, 2022.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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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.
Mr. Alwin is a Senior Analyst with PL Capital Advisors. Mr. Alwin has no contractual or economic arrangements or
understandings with PL Capital Advisors, Mr. Palmer or Mr. Lashley with respect to the shares of Common Stock he owns. He has consented to serve as a nominee of the Company for election to the board of directors of the Company at the 2022 Annual
Meeting. Mr. Alwin does not have any arrangement or understandings with any person other than the Company with regard to his nomination as a director. Mr. Alwin is not, and will not become, a party to any agreement, arrangement or understanding with,
and has not given any commitment or assurance to any person as to how he, if elected as a director of the Company, will act or vote on any issue or question.
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CUSIP No. 204157101
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Page 10 of 11 Pages
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| Item 7. |
Material to be Filed as Exhibits
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Exhibit No.
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Description
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1
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2
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* Previously filed.
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CUSIP No. 204157101
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Page 11 of 11 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is
true, complete and correct.
Dated: April 12, 2022
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PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard
J. Lashley
Managing Member Managing
Member
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By: /s/ John W. Palmer
John W. Palmer
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By: /s/ Richard J. Lashley
Richard J. Lashley
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By: /s/ Martin P. Alwin
Martin P. Alwin
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