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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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. ___)1
VWF Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
918428 103
(CUSIP Number)
976 South Shannon Street
Van Wert, Ohio 45891
(419) 238-9662
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
July 13, 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 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.
(Continued on following pages)
1 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 or otherwise subject to the
liabilities of that Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Page 1 of 8 Pages)
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CUSIP NO. 918428 103
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS
Thomas Turnwald
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) □
(b) □
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) □
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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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
100,000
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
100,000
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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
100,000
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.20%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 918428 103
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Page 3 of 8 Pages
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| Item 1. |
Security and Issuer
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State the title of the class of equity securities to which this statement relates and the name and address of the principal executive offices of the issuer of such securities.
This statement relates to shares of common stock, $0.01 Par Value (the “Common Stock”), of VWF Bancorp, Inc. (“Issuer”), whose principal executive office is
located at 976 South Shannon Street, Van Wert, Ohio 45891.
| Item 2. |
Identity and Background
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If the person filing this statement or any person enumerated in Instruction C of this statement is a c
orporation, general partnership, limited partnership, syndicate or other group
of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person
enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).
Name:
Thomas Turnwald
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(a)
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Residence or Business Address:
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976 South Shannon Street
Van Wert, Ohio 45891
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(b)
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Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
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Mr. Turnwald is the owner and President of National Door & Trim, Inc., 1189 Grill Road, Van Wert, Ohio 45891.
| (d) |
Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and
location of court, and penalty imposed, or other disposition of the case:
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Mr. Turnwald has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors.)
| (e) |
Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws;
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CUSIP NO. 918428 103
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Page 4 of 8 Pages
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and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order; and
Mr. Turnwald has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not, as
a result of such proceeding, been 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 violation with respect to such laws.
| (f) |
Citizenship.
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Mr. Turnwald is a U.S. citizen.
Item 3. Source
and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds
or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities, a description of the transaction and the names of the parties thereto. Where material, such information should also be
provided with respect to prior acquisitions not previously reported pursuant to this regulation. If the source of all or any part of the funds is a loan made in the ordinary course of business by a bank, as defined in Section 3(a)(6) of the Act, the
name of the bank shall not be made available to the public if the person at the time of filing the statement so requests in writing and filed such request, naming such bank, with the Secretary of the Commission. If the securities were acquired other
than by purchase, describe the method of acquisition.
Mr. Turnwald purchased the shares of the Issuer’s Common Stock with his personal funds.
Item 4. Purpose
of the Transaction
State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result
in:
The shares covered by this Schedule 13D are being held for investment purposes. Mr. Turnwald may, from time to time, acquire additional securities of the Issuer
using personal funds through a broker and/or privately negotiated transactions or dispose of securities.
Except as described above and in his capacity as a director of the Issuer and of Van Wert Federal Savings Bank, the wholly-owned subsidiary of the Issuer, Mr.
Turnwald does not have any present plans or proposals that relate to or would result in:
| (a) |
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
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CUSIP NO. 918428 103
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Page 5 of 8 Pages
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| (b) |
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
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| (c) |
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
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| (d) |
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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| (e) |
Any material change in the present capitalization or dividend policy of the issuer;
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| (f) |
Any other material change in the issuer's business or corporate structure including, but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in
its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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| (g) |
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
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| (h) |
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities
association;
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| (i) |
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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| (j) |
Any action similar to any of those enumerated above.
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Item 5. Interest
in Securities of the Issuer
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(a)
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State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most
recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named
in Item 2. The above-mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;
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As of the date hereof, Mr. Turnwald beneficially owns 100,000 shares of the Issuer’s Common Stock, representing 5.20% of the 1,922,924 shares of the Common Stock
deemed outstanding for such purpose.
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CUSIP NO. 918428 103
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Page 6 of 8 Pages
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| (b) |
For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to
direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;
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Mr. Turnwald has sole voting and dispositive power over 100,000 shares of the Issuer’s Common Stock.
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(c)
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Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing on Schedule 13D (§.13d-191), whichever is less,
by the persons named in response to paragraph (a).
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The following transactions occurred in the last 60 days:
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Date
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Transaction
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Number of Shares
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Price Per Share
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07/13/22
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Purchase
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100,000
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$10.00
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(d)
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.
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None.
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(e)
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If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.
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Not applicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to
any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
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CUSIP NO. 918428 103
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Page 7 of 8 Pages
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See response to Item 4 above.
Item 7. Material
to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by Rule 13d-1(f) §240.13d-1(f) and copies of
all written agreements, contracts, arrangements, understandings, plans or proposals relating to
(1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger,
or change in business or control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
None
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CUSIP NO. 918428 103
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Page 8 of 8 Pages
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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.
Date: July 20, 2022
/s/ Thomas Turnwald
Thomas Turnwald