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
What is insider trading>>
- 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 10 Pages)
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CUSIP NO. 918428 103
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Michael Keysor
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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
50,000
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8
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SHARED VOTING POWER
50,000
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9
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SOLE DISPOSITIVE POWER
50,000
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10
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SHARED DISPOSITIVE POWER
50,000
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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 10 Pages
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1
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NAME OF REPORTING PERSONS
Kelly Keysor
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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
-0-
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8
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SHARED VOTING POWER
50,000
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
50,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
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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)
2.60%
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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 4 of 10 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”), a Maryland corporation 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 corporation, 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:
Michael Keysor
Kelly Keysor
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(a)
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Residence or Business Address:
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Michael Keysor
976 South Shannon Street
Van Wert, Ohio 45891
Kelly Keysor
10556 Upp Road
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. Keysor is the President of Custom Assembly, Inc., 2952 CR 107, Haviland, Ohio 45851. Mrs. Keysor is not employed.
| (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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Neither Mr. Keysor nor Mrs. Keysor has, during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors.)
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CUSIP NO. 918428 103
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Page 5 of 10 Pages
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| (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;
and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order; and
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Neither Mr. Keysor nor Mrs. Keysor has, 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. Keysor and Mrs. Keysor are both U.S. citizens.
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.
The shares of the Issuer’s Common Stock were purchased with 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. Keysor and Mrs. Keysor 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, neither Mr. Keysor (except in his capacity as a director of the Issuer and of Van Wert
Federal Savings Bank, the wholly-owned subsidiary
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CUSIP NO. 918428 103
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Page 6 of 10 Pages
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of the Issuer) nor Mrs. Keysor has 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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| (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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CUSIP NO. 918428 103
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Page 7 of 10 Pages
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As of the date hereof, Mr. Keysor and Mrs. Keysor beneficially own, in the aggregate, 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.
| (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. Keysor has sole voting and dispositive power with respect to 50,000 shares of the Issuer’s Common Stock and
shared voting and dispositive with respect to 50,000 shares of the Issuer’s Common stock with his spouse, Kelly Keysor.
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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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50,000
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$10.00
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07/13/22
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Purchase – By Spouse
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50,000
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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
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CUSIP NO. 918428 103
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Page 8 of 10 Pages
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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.
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(k) 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.
See Exhibit 1.
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CUSIP NO. 918428 103
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Page 9 of 10 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/ Michael Keysor
Michael Keysor
/s/ Kelly Keysor
Kelly Keysor
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CUSIP NO. 918428 103
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Page 10 of 10 Pages
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Exhibit 1
The undersigned hereby agree that this Schedule 13D is filed on behalf of each of them.
Date: July 20, 2022
/s/ Michael Keysor
Michael Keysor
/s/ Kelly Keysor
Kelly Keysor