-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqaJ+XavyDaAP7EPmRtjQ1cdXsvfWUNI9AXxbbuphXNqUNsrsJJa22C2Bbc3xs4v Kh4++O8ry7Bk1v92E99vnw== 0001225208-10-008595.txt : 20100318 0001225208-10-008595.hdr.sgml : 20100318 20100318173308 ACCESSION NUMBER: 0001225208-10-008595 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100316 FILED AS OF DATE: 20100318 DATE AS OF CHANGE: 20100318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KING ROBERT J JR CENTRAL INDEX KEY: 0001200124 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24948 FILM NUMBER: 10692458 MAIL ADDRESS: STREET 1: FIFTH THIRD BANCORP STREET 2: 38 FOUNTAIN SQ PLZ CITY: CINCINNATI STATE: OH ZIP: 45263 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PVF CAPITAL CORP CENTRAL INDEX KEY: 0000928592 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341659805 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4402487171 MAIL ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 4 1 doc4.xml X0303 4 2010-03-16 0000928592 PVF CAPITAL CORP PVFC 0001200124 KING ROBERT J JR 30000 AURORA ROAD SOLON OH 44139 1 1 President and CEO Common Stock 2010-03-16 4 A 0 28024 0 A 28124 D Common Stock Warrants (right to buy) 2010-03-16 4 A 0 0 0 A Common Stock 0 0 D Common Stock Warrants (right to buy) 2010-03-16 4 A 0 79735 0 A 2010-03-16 2015-03-16 Common Stock 79735 79735 D 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 $1.0 million to the Company for consideration consisting of 28,024 shares of common stock, warrants to purchase 79,735 shares of common stock (the "A Warrant") and $40,000 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). 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. 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 0.49% of the Company's common stock outstanding following the offering or offerings completed during that one-year period. 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. king-poa.TXT /s/ Robert J. King Jr. 2010-03-18 EX-24 2 king-poa.txt POWER OF ATTORNEY I, Robert J. King, Jr., President, Chief Executive Officer and Director of PVF Capital Corp. (the "Corporation"), hereby authorize and designate James H. Nicholson or any partner of the law firm of Kilpatrick Stockton LLP as my agent and attorney-in-fact, with full power of substitution, to: (1) prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the Corporation's securities and file the same with the Securities and Exchange Commission and each stock exchange on which the Corporation's stock is listed; (2) prepare and sign on my behalf any Form 144 Notice under the Securities Act of 1933 with respect to a sale by me or on my behalf of the Corporation's securities and file the same with the Securities and Exchange Commission; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed and dated writing delivered to each of the foregoing attorneys-in-fact. Dated: March 18, 2010 /s/ Robert J. King, Jr. -----END PRIVACY-ENHANCED MESSAGE-----