SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Broadway Financial Corporation

(Name of Issuer)

Common Stock, par value

$0.01 per share

(Title of Class of Securities)

111444-10-5

(CUSIP Number)

Steven A. Sugarman

16845 Von Karman Avenue

Suite #200

Irvine, CA 92606

Copies to:

Gary J. Simon

Hughes Hubbard & Reed, LLP

One Battery Park Plaza

New York, New York 10004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 19, 2020

(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 which 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.

* 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 (“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. 111444-10-5 13D Page 2 of 6

1	NAMES OF REPORTING PERSONS Steven A. Sugarman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,846,1541
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,846,1541
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%2
14	TYPE OF REPORTING PERSON (See Instructions) IN

¹  As of the date hereof, Mr. Sugarman directly owns no shares of common stock, par value $0.01 per share (“Shares”), of the Registrant. However, as a result of wholly-owning Sugarman Enterprises, Inc. (“Enterprises”), which controls TCC Manager, LLC (“Manager”), which controls The Capital Corps, LLC (“Capital”), which wholly owns Commerce Home Mortgage (“Commerce”), Mr. Sugarman may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 (“Rule 13d-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Sugarman has an indirect interest in a portion of the same 1,846,154 Shares already reported above by virtue of an indirect ownership in Capital. Pursuant to Rule 13d-4 (“Rule 13d-4”) under the Exchange Act, Mr. Sugarman disclaims all such beneficial ownership except to the extent of his pecuniary interest therein.

²  Calculation of percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Registrant’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 13, 2019 (the “Form 10-Q”), which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Mr. Sugarman.

CUSIP No. 111444-10-5 13D Page 3 of 6

1	NAMES OF REPORTING PERSONS Sugarman Enterprises, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,846,1543
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,846,1543
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%4
14	TYPE OF REPORTING PERSON (See Instructions) HC

³  As of the date hereof, Enterprises directly owns no Shares. However, as a result of being in control of Manager, which controls Capital, which wholly owns Commerce, Enterprises may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Enterprises disclaims all such beneficial ownership except to the extent of its pecuniary interest therein.

⁴  Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Manager.

CUSIP No. 111444-10-5 13D Page 4 of 6

1	NAMES OF REPORTING PERSONS TCC Manager, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,846,1545
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,846,1545
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)5
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%6
14	TYPE OF REPORTING PERSON (See Instructions) HC

⁵  As of the date hereof, Manager directly owns no Shares. However, as a result of being in control of Capital, which wholly owns Commerce, Manager may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Manager disclaims all such beneficial ownership. Pursuant to the internal structures of the Reporting Persons, Manager retains express, full and exclusive control over the voting and disposition of the shares owned by Commerce, which control is exercised by and thus shared with Mr. Sugarman and Enterprises.

⁶  Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Manager.

CUSIP No. 111444-10-5 13D Page 5 of 6

1	NAMES OF REPORTING PERSONS The Capital Corps, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,846,1547
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,846,1547
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)7
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%8
14	TYPE OF REPORTING PERSON (See Instructions) HC

⁷  As of the date hereof, Capital directly owns no Shares. However, as a result of being the wholly-owning direct parent of Commerce, Capital may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Capital disclaims all such beneficial ownership.

⁸  Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Capital.

CUSIP No. 111444-10-5 13D Page 6 of 6

1	NAMES OF REPORTING PERSONS Commerce Home Mortgage, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,846,154
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,846,154
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%9
14	TYPE OF REPORTING PERSON (See Instructions) OO

⁹  Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Commerce.

Item 1. Security and Issuer

This statement constitutes Amendment No. 1 to the Schedule 13D relating to shares of common stock, par value $0.01 per share, of Broadway Financial Corporation (the “Registrant”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “Schedule 13D”) to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings described to such terms in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:

On February 19, 2020, the Reporting Persons issued an open letter to the Board of Directors of the Registrant (the “February 19 Letter”). A copy of the February 19 Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit     No.	Description
99.1	Letter to the Board of Directors of the Registrant dated February 19, 2020.

SIGNATURES

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.

Dated: February 19, 2020

SUGARMAN ENTERPRISES, INC.
By:	/s/ Steven A. Sugarman
	Name:	Steven A. Sugarman
	Title:	President
TCC MANAGER, LLC
By:	Sugarman Enterprises, Inc., as its Manager
By:	/s/ Steven A. Sugarman
	Name:	Steven A. Sugarman
	Its:	President
THE CAPITAL CORPS, LLC
By:	TCC Manager, LLC, as its Manager
By:	/s/ Carlos P. Salas
	Name:	Carlos P. Salas
	Title:	President
COMMERCE HOME MORTGAGE, LLC
By:	The Capital Corps, LLC, as its Manager
By:	TCC Manager, LLC, as its Manager
By:	/s/ Carlos P. Salas
	Name:	Carlos P. Salas
	Title:	President
/s/ Steven A. Sugarman
Steven A. Sugarman

EX-99.1

Exhibit 99.1

February 19, 2020

Virgil Roberts, Board Chair

Wayne-Kent A. Bradshaw, Chief Executive Officer

Broadway Financial Corporation

5055 Wilshire Blvd Suite 500

Los Angeles, CA 90036

Re: Response to Broadway Financial Corporation (“Broadway”) Letter dated February 12, 2020

Dear Sirs:

Thank you for your letter of February 12, 2020 (the “Letter”).

We note the vague disclosure in the Letter that Broadway is being advised by Wall Street investment bank Keefe, Bruyette & Woods (“KBW”) with respect to some form of active, ongoing engagement. This is important information. Shareholders should be informed as to the nature and scope of KBW’s engagement, whether KBW recommended the poison pill, any conflicts of interest that may exist between KBW on the one hand and affiliates of Gapstow Capital Partners, The Capital Corps and Broadway on the other, and the date by which KBW will be concluding its work and reporting its results to the Board. The Board should also commit to publicly sharing the results of KBW’s work prior to the 2020 Annual Meeting. All shareholders deserve to be informed about the Board’s plans and the results of KBW’s work before voting on director nominees.¹

We note that Broadway’s CEO stated in the Letter that the Board wished to prevent public investors from buying Broadway stock at current public market prices, which the Board believes to be “not reflective of Broadway’s true value.” ² To that end, we request that the Board immediately cease all issuances of stock, stock equivalents, derivatives or options to officers and directors at prices below Broadway’s true value. It is inequitable for the Board to award itself and management such grants at prevailing market prices while simultaneously restricting public investors from acquiring and shareholders from willingly selling Broadway stock at the same value in the open market. To do so would suggest that the Board applies different standards to favored insiders than it does to public investors.

¹  You note in the Letter that you have offered to share confidential information with us conditioned on our entry into a non-disclosure agreement. As you know, and we have advised you at the outset of each communication we have had, we are public shareholders and are only interested in publicly available information at this time. You have an obligation to disclose publicly to all shareholders material information regarding Broadway and we trust that you are managing your responsibilities appropriately in this regard.

²  Broadway’s audited financial statements and other disclosures filed with the Securities and Exchange Commission (“SEC”) including its Proxy Statement have historically indicated that the public market price of the common stock is consistent with Broadway’s fair value and is used to value options, stock issuances to management and members of the board, and for other purposes.

https://www.thecapitalcorps.com/

Moreover, we note that Broadway’s stated, albeit flawed, justification for the poison pill does not justify restricting purchases of stock at or above a fair price.³ Therefore, we request that the Board immediately amend the poison pill to reflect, at the very least, the purpose stated in the Letter and to permit any stock purchases above what Mr. Bradshaw and the Board deem to be Broadway’s true value. We look forward to reviewing the appropriate documents in our books and records request relating to the adoption of the poison pill to better understand the Board’s consideration and support for its position that Broadway’s fair value is not adequately reflected in its publicly traded stock price.

Finally, to avoid confusion regarding our requests of the Broadway Board, we restate them here:

1. We request a meeting directly with the Broadway Board to discuss what would be in the best interests of all shareholders, including the acquisition by The Capital Corps of some or all of Broadway for at least $1.75 to $1.80 per share;

2. We request that the Broadway Board rescind the poison pill in its entirety, rescind it for all stock purchases above what the CEO and Board of Directors consider “Broadway’s true value”, and/or put it to a vote of the Broadway shareholders for their approval at the upcoming shareholders’ meeting as required by ISS and Glass Lewis governance standards;

3. We request that Broadway revise its Bylaws to adopt shareholder-rights and proxy-access reforms consistent with ISS and Glass Lewis corporate governance best practices;

4. We request that the Broadway Board not renew or extend any employment or other agreement with any executive or director, and certainly not allow any material change of control or severance arrangements prior to addressing our proposal and any other reasonable proposals that the Broadway Board may receive;

³  While all poison pills are repugnant to shareholder rights, Broadway’s is particularly problematic given the lack of shareholder approval, the board influence of a 30% equity holder directly benefitting from the device, the limited liquidity of the public market for the company’s common stock, and the design of the poison pill itself, among other factors. Broadway’s poison pill clearly will not survive legal scrutiny and will subject Broadway’s shareholders to considerable legal costs should Broadway’s Board attempt to defend the indefensible.

Page 2

5. We request the Broadway Board provide the books and records set forth in our February 10, 2020 letter by no later than March 1, 2020 and we hereby update that request to include all records, minutes, opinions, and communications relating to the Board’s consideration of our letter dated February 10, 2020; and

6. We request that the Broadway Board propose a comprehensive plan to refocus on its mission to serve underbanked Angelinos and to strategically address the succession, community and ownership issues outlined with specificity in our February 10, 2020 letter.

We request that the Broadway Board take these steps immediately and certainly prior to the upcoming shareholder meeting.

From January 1, 2018 until our February 10, 2020 letter, Broadway’s stock price has fallen by over 38% from $2.36 to $1.45. Similarly, Broadway’s profitability has declined by over 90% during the same period. American Banker recently highlighted the fact that during the recent banking boom that has lifted the profitability and valuation of almost every public bank stock in America, Broadway has seen its profitability decline each year for the past four (4) years.

Source: John Reosti, “L.A. bank, big investor clash over approaches to serving underbanked,” American Banker, February 13, 2020, https://www.americanbanker.com/news/l-a-bank-big-investor-clash-over-approaches-to-serving-underbanked

Page 3

The Letter acknowledges that The Capital Corps has attempted to engage Broadway’s Board to address our concerns “over the past two years,” to prevent these foreseeable declines in Broadway’s profitability and stock price. Unfortunately, the Board appears to have placed the interests of Wall Street advisors ahead of its community, customers, and public investors.

We look forward to meeting soon with the Broadway Board of Directors. We request the meeting take place the first week of March following our receipt of the books and records we have requested. Thank you again for your work on behalf of Broadway and for your consideration of the important proposals and requests contained in this letter and our February 10, 2020 letter.

Sincerely

The Capital Corps, LLC	Commerce Home Mortgage, LLC
By,		By,
/s/ Antonio Villaraigosa		/s/ Carlos Salas
Antonio Villaraigosa Board Chair		Carlos Salas Board Chair

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