- Statement of Changes in Beneficial Ownership (4)
March 18 2010 - 5:25PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FEDELI UMBERTO P
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2. Issuer Name
and
Ticker or Trading Symbol
PVF CAPITAL CORP
[
PVFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
5005 ROCKSIDE ROAD, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/16/2010
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(Street)
INDEPENDENCE, OH 44131
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/16/2010
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A
(1)
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56048
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A
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$0
(1)
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681048
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D
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Common Stock
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1000
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I
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By Spouse's IRA
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Common Stock
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10000
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I
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Fedeli Family Charitable Foundation
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Warrants (right to buy)
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(2)
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3/16/2010
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A
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0
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(3)
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(3)
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Common Stock
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0
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$0
(1)
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0
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D
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Common Stock Warrants (right to buy)
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(4)
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3/16/2010
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A
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159470
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3/16/2010
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3/16/2015
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Common Stock
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159470
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$0
(1)
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159470
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Exchange Agreement between the reporting person and PVF Capital Corp. (the "Company"), dated October 9, 2009, the reporting person transferred trust preferred securities issued by PVF Capital Trust II in the liquidation amount of $2.0 million to the Company for consideration consisting of 56,048 shares of common stock, warrants to purchase 159,470 shares of common stock (the "A Warrant") and $80,000 in cash. In addition, the reporting person received a warrant (the "B Warrant") that becomes exercisable in the event PVF Capital Corp. completes one or more public or private offerings of its common stock by October 9, 2010. This transaction is exempt under Rule 16b-3(d).
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(
2)
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The exercise price for the shares underlying the B Warrant will be the lesser of (i) $4.00 per share; (ii) $2.14 per share; or (iii) if during the term of the warrants the Company sells shares of common stock in a public or private offering, the price at which shares are sold in that offering.
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(
3)
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The B Warrant becomes exercisable in the event PVF Capital Corp. completes one or more public or private offerings of its common stock by October 9, 2010. The B Warrant will give the reporting person the right to acquire additional shares of common stock so that the total number of shares he could acquire under the A Warrant and the B Warrant would entitle him to purchase an aggregate of 0.98% of the Company's common stock outstanding following the offering or offerings completed during that one-year period.
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(
4)
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The exercise price for the shares underlying the A Warrant will be the lesser of (i) $4.00 per share; (ii) $2.14 per share; or (iii) if during the term of the warrants the Company sells shares of common stock in a public or private offering, the price at which shares are sold in that offering.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FEDELI UMBERTO P
5005 ROCKSIDE ROAD
SUITE 500
INDEPENDENCE, OH 44131
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X
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Signatures
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Joel E. Rappoport, Attorney-in-Fact
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3/18/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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