0000919574-15-001880.txt : 20150218 0000919574-15-001880.hdr.sgml : 20150216 20150217112310 ACCESSION NUMBER: 0000919574-15-001880 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY FINANCIAL SHARES INC CENTRAL INDEX KEY: 0001123735 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 364387843 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83064 FILM NUMBER: 15619419 BUSINESS ADDRESS: STREET 1: 357 ROOSEVELT ROAD CITY: GLEN ELLYN STATE: IL ZIP: 60137 BUSINESS PHONE: 6305450900 MAIL ADDRESS: STREET 1: 357 ROOSEVELT ROAD CITY: GLEN ELLYN STATE: IL ZIP: 60137 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRB Advisors LLC CENTRAL INDEX KEY: 0001353073 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016-1901 BUSINESS PHONE: 212-984-6231 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016-1901 SC 13G/A 1 d1452447_13g-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Community Financial Shares, Inc.
(Name of Issuer)


Common Stock, no par value
(Title of Class of Securities)


20366P100
(CUSIP Number)


December 31, 2014
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
* 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 the disclosures provided in a prior cover page.

The information required in 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.
20366P100
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
PRB Investors, L.P.
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
944,085(1)
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
944,085(1)
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
944,085(1)
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
8.1(2)%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
PN
 
 
(1) Represents an aggregate of 926,200 shares of Common Stock issuable upon conversion of shares of the Issuer's Series C Noncumulative Perpetual Preferred Stock (the "Series C Preferred Stock") and 17,885 of shares of Common Stock issuable upon conversion of shares of the Issuer's Series E Noncumulative Perpetual Preferred Stock (the "Series E Preferred Stock").

(2) Based on 10,781,988 shares of Common Stock issued and outstanding as of November 8, 2014, plus an aggregate of 944,085 shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock and Series E Preferred Stock.




CUSIP No.
20366P100
   

 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
PRB Advisors, L.L.C.
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
944,085(1)
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
944,085(1)
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
944,085(1)
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
8.1(2)%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
OO
 
 
(1) Represents an aggregate of 926,200 shares of Common Stock issuable upon conversion of shares of the Series C Preferred Stock and 17,885 of shares of Common Stock issuable upon conversion of shares of the Series E Preferred Stock.

(2) Based on 10,781,988 shares of Common Stock issued and outstanding as of November 8, 2014, plus an aggregate of 944,085 shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock and Series E Preferred Stock.

 

CUSIP No.
20366P100
   
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Stephen J. Paluszek
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
U.S.A.
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
944,085(1)
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
944,085(1)
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
944,085(1)
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
8.1(2)%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
IN
 



(1) Represents an aggregate of 926,200 shares of Common Stock issuable upon conversion of shares of the Series C Preferred Stock and 17,885 of shares of Common Stock issuable upon conversion of shares of the Series E Preferred Stock.

(2) Based on 10,781,988 shares of Common Stock issued and outstanding as of November 8, 2014, plus an aggregate of 944,085 shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock and Series E Preferred Stock.
 
 

 

CUSIP No.
20366P100
   

 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Andrew P. Bergman
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
U.S.A.
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
944,085(1)
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
944,085(1)
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
944,085(1)
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
8.1(2)%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
IN
 



(1) Represents an aggregate of 926,200 shares of Common Stock issuable upon conversion of shares of the Series C Preferred Stock and 17,885 of shares of Common Stock issuable upon conversion of shares of the Series E Preferred Stock.

(2) Based on 10,781,988 shares of Common Stock issued and outstanding as of November 8, 2014, plus an aggregate of 944,085 shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock and Series E Preferred Stock.


 
CUSIP No.
20366P100
   
 
Item 1.
(a).
Name of Issuer:
 
       
   
Community Financial Shares, Inc.
 

 
(b).
Address of issuer's principal executive offices:
 
       
   
357 Roosevelt Road
 
   
Glen Ellyn, Illinois 60137
 

Item 2.
(a).
Name of person filing:
 
       
   
PRB Investors, L.P.
 
   
PRB Advisors, L.L.C.
 
   
Stephen J. Paluszek
 
   
Andrew P. Bergman
 

 
(b).
Address or principal business office or, if none, residence:
 
       
   
245 Park Avenue, 24th Floor
 
   
New York, New York 10167
 

 
(c).
Citizenship:
 
       
   
PRB Investors, L.P. - Delaware
 
   
PRB Advisors, L.L.C. - Delaware
 
   
Stephen J. Paluszek – U.S.A.
 
   
Andrew P. Bergman – U.S.A.
 

 
(d).
Title of class of securities:
 
       
   
Common Stock, no par value
 

 
(e).
CUSIP No.:
 
       
   
20366P100
 

Item 3.
 
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
       



Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
   
 
Each of PRB Investors, L.P., PRB Advisors, L.L.C., Stephen J. Paluszek and Andrew P. Bergman (collectively, the "Reporting Persons") may be deemed to beneficially own 944,085 shares of Common Stock.  This amount consists of 926,200 shares of Common Stock issuable upon the conversion of Series C Preferred Stock and 17,885 shares of Common Stock issuable upon the conversion of Series E Preferred Stock.  The 944,085 reported shares of Common Stock excludes 255,915 shares of Common Stock issuable upon the conversion of Series E Preferred Stock because the Series E Preferred Stock provides that a holder thereof does not have the right to convert the Series E Preferred Stock into Series C Preferred Stock to the extent that such conversion would result in the holder, together with its affiliates, owning or controlling in the aggregate more than a 4.99% voting ownership interest in the Issuer, excluding for the purpose of this calculation any reduction in ownership resulting from transfers by such holder and its affiliates of voting securities of the Issuer (the "Ownership Limitation").  Without the Ownership Limitation, the Reporting Persons would be deemed to beneficially own 1,200,000 shares of Common Stock.
     

 
(b)
Percent of class:
     
   
PRB Investors, L.P.:  8.1%
   
PRB Advisors, L.L.C.:  8.1%
   
Stephen J. Paluszek:  8.1%
   
Andrew P. Bergman:  8.1%

 
(c)
Number of shares as to which the person has:
     
   
(i)
Sole power to vote or to direct the vote
PRB Investors, L.P.:  0
PRB Advisors, L.L.C.:  0
Stephen J. Paluszek:  0
Andrew P. Bergman:  0
 
         
   
(ii)
Shared power to vote or to direct the vote
PRB Investors, L.P.:  944,085
PRB Advisors, L.L.C.:  944,085
Stephen J. Paluszek:  944,085
Andrew P. Bergman:  944,085
 
         
   
(iii)
Sole power to dispose or to direct the disposition of
PRB Investors, L.P.:  0
PRB Advisors, L.L.C.:  0
Stephen J. Paluszek:  0
Andrew P. Bergman:  0
 
         
   
(iv)
Shared power to dispose or to direct the disposition of
PRB Investors, L.P.:  944,085
PRB Advisors, L.L.C.:  944,085
Stephen J. Paluszek:  944,085
Andrew P. Bergman:  944,085
 
         


 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).



Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
   
 
N/A
   

 
Instruction:  Dissolution of a group requires a response to this item.

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
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 5 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 employee benefit plan, pension fund or endowment fund is not required.
   
 
N/A
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
   
 
N/A
   

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
   
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
   
 
N/A
   

Item 10.
Certification.

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.






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.
 

  February 17, 2015
  (Date)
 
   
PRB Investors, L.P.
 
   
By: PRB Advisors, L.L.C., its general partner
 
 
       
 
By:
/s/ Stephen J. Paluszek
 
   
Name:  Stephen J. Paluszek
 
   
Title:    Principal
 
       
       
       
   
PRB Advisors, L.L.C.*
 
       
 
By:
/s/ Stephen J. Paluszek
 
   
Name:  Stephen J. Paluszek
 
   
Title:    Principal
 
       
       
       
   
/s/ Stephen J. Paluszek*
 
   
Stephen J. Paluszek
 
       
       
       
   
/s/ Andrew P. Bergman*
 
   
Andrew P. Bergman
 

*These Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A


AGREEMENT

The undersigned agree that this Schedule 13G amendment dated February 17, 2015 relating to the Common Stock, no par value, of Community Financial Shares, Inc. shall be filed on behalf of the undersigned.


 
PRB Investors, L.P.
By: PRB Advisors, L.L.C., its general partner
 
       
       
 
By:
/s/ Stephen J. Paluszek
 
   
Name:  Stephen J. Paluszek
 
   
Title:    Principal
 
       
       

 
PRB Advisors, L.L.C.
 
       
       
 
By:
/s/ Stephen J. Paluszek
 
   
Name:  Stephen J. Paluszek
 
   
Title:    Principal
 
       
       
       
   
/s/ Stephen J. Paluszek
 
   
Stephen J. Paluszek
 
       
       
       
   
/s/ Andrew P. Bergman
 
   
Andrew P. Bergman
 











SK 02417 0001 1452447