Athens Bancshares Corporation
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(Name of Issuer)
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Common Stock - $0.01 Par Value
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(Title of Class of Securities)
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047042106
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(CUSIP Number)
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Jeffrey L. Cunningham
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Athens Bancshares Corporation
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106 Washington Avenue, Athens, TN 37303
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(423) 745-1111
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)
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December 15, 2014
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(Date of Event Which Requires Filing of This Statement)
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CUSIP NO. 047042106
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
Jeffrey L. Cunningham
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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, OO
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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
57,212 (1)
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8
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SHARED VOTING POWER
37,572
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9
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SOLE DISPOSITIVE POWER
86,277 (2)
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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
94,784
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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)
5.1%
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14
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TYPE OF REPORTING PERSON
IN
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(1)
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Includes 12,776 shares held directly and 44,436 shares underlying stock options that are exercisable within 60 days.
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(2)
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Includes 44,436 shares underlying stock options that are exercisable within 60 days.
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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(a)
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This statement is being filed by Jeffrey L. Cunningham in his capacity as the beneficial owner of 94,784 shares of Common Stock of the Issuer.
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(b)
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Mr. Cunningham’s business address is 106 Washington Avenue, Athens, Tennessee 37303.
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(c)
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Mr. Cunningham is the President, Chief Executive Officer and a Director of the Issuer and Athens Federal Community Bank (the “Bank”). The Issuer and the Bank each has its principal executive office at 106 Washington Avenue, Athens, Tennessee 37303.
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(d)
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Mr. Cunningham has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors.)
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(e)
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Mr. Cunningham 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.
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(f)
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Mr. Cunningham is a U.S. citizen.
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Item 3.
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Source and Amount of Funds or Other Consideration
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CUSIP NO. 047042106
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Page 4 of 6 Pages
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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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)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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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)
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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)
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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)
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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)
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Any action similar to any of those enumerated above.
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CUSIP NO. 047042106
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Page 5 of 6 Pages
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Item 5.
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Interest in Securities of the Issuer
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(a)
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As of the date hereof, Mr. Cunningham is deemed to beneficially own 94,784 shares of the Issuer’s Common Stock, representing 5.1% of the 1,841,137 shares of the Common Stock deemed outstanding for such purpose.
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(b)
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Mr. Cunningham has sole voting power over 57,212 shares, shared voting power over 37,572 shares and sole dispositive power over 86,277 shares.
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(c)
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The following are the only transactions in the common stock of the Company during the past sixty days: None.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 7.
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Material to Be Filed as Exhibits
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CUSIP NO. 047042106
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Page 6 of 6 Pages
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/s/ Jeffrey L. Cunningham | |
Jeffrey L. Cunningham |