0001437749-15-022680.txt : 20151222 0001437749-15-022680.hdr.sgml : 20151222 20151222162416 ACCESSION NUMBER: 0001437749-15-022680 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151222 DATE AS OF CHANGE: 20151222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 1st Century Bancshares, Inc. CENTRAL INDEX KEY: 0001420525 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 261169687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83859 FILM NUMBER: 151302440 BUSINESS ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: SUITE 1400 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-270-9500 MAIL ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: SUITE 1400 CITY: LOS ANGELES STATE: CA ZIP: 90067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTHENBERG ALAN I CENTRAL INDEX KEY: 0001238629 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 633 WEST FIFTH ST. STREET 2: SUITE 4000 CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13G/A 1 rotha20151222_sc13ga.htm SCHEDULE 13G/A rotha20151222_sc13ga.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

1st Century Bancshares, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

31943X102

(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)

☐

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 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 (“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).

 

† This constitutes a late filing.

 

 
 
 

 

CUSIP No. 31943X102

13G

Page 1 of 5 Pages

 

 

1.

Names of reporting persons

 

Alan I. Rothenberg

2.

Check the appropriate box if a member of a group (see instructions)

 

(a) ☐      (b) ☐

 

3.

SEC use only

 

4.

Citizenship or place of organization

 

United States of America

Number of
shares
beneficially
owned by
each
reporting
person with

5.

Sole voting power

 

1,143,613*

6.

Shared voting power

 

0

7.

Sole dispositive power

 

1,143,613*

8.

Shared dispositive power

 

0

9.

Aggregate amount beneficially owned by each reporting person

 

1,143,613*

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ 

 

11.

Percent of class represented by amount in Row (9)

 

10.9%**

12.

Type of reporting person (see instructions)

 

IN

 

* The reporting person has the right to acquire 307,573 of the 1,143,613 shares within 60 days of December 31, 2014 through the exercise of common stock options. Includes 295,286 shares of common stock pledged as collateral for a loan and 127,500 shares of unvested restricted common stock.

 

** Percentage calculated on the basis of information provided by the issuer and the issuer’s transfer agent as of December 31, 2014.

 

 
 
 

 

CUSIP No. 31943X102

13G

Page 2 of 5 Pages

 

 

Item 1.

 

 

(a)

Name of Issuer

     
    1st Century Bancshares, Inc.

 

 

(b)

Address of Issuer’s Principal Executive Offices

     
    1875 Century Park East
    Suite 1400
    Los Angeles, California 90067

 

Item 2.

 

 

(a)

Name of Person Filing

     
    Alan I. Rothenberg

 

 

(b)

Address of the Principal Office or, if none, residence

     
    1875 Century Park East
    Suite 1400
    Los Angeles, California 90067

 

 

(c)

Citizenship

     
    United States of America

 

 

(d)

Title of Class of Securities

     
    Common Stock, Par Value $0.01 Per Share

 

 

(e)

CUSIP Number

     
    31943X102

 

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).

 

 
 
 

 

CUSIP No. 31943X102

13G

Page 3 of 5 Pages

 

 

 

(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) ☐ Group, in accordance with § 240.13d–1(b)(1)(ii)(J).

 

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: 1,143,613*

 

 

(b)

Percent of class: 10.9%**

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote: 1,143,613*

     
  (ii) Shared power to vote or to direct the vote: 0
     
  (iii) Sole power to dispose or to direct the disposition of: 1,143,613*
     
  (iv) Shared power to dispose or to direct the disposition of: 0

 

* The reporting person has the right to acquire 307,573 of the 1,143,613 shares within 60 days of December 31, 2014 through the exercise of common stock options. Includes 295,286 shares of common stock pledged as collateral for a loan and 127,500 shares of unvested restricted common stock.

 

** Percentage calculated on the basis of information provided by the issuer and the issuer’s transfer agent as of December 31, 2014.

 

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 5 percent of the class of securities, check the following [ ].

 

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

 

None.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

 
 
 

 

CUSIP No. 31943X102

13G

Page 4 of 5 Pages

 

 

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

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

Not applicable.

 

 
 
 

 

CUSIP No. 31943X102

13G

Page 5 of 5 Pages

 

 

Signature

 

After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Date: December 22, 2015

 

 

 

  /s/ Alan I. Rothenberg  
  Alan I. Rothenberg