FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
PVF CAPITAL CORP [ PVFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/16/2010 | A(1) | 126,109 | A | $0(1) | 126,209 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | (2) | 03/16/2010 | A | 0 | (3) | (3) | Common Stock | 0 | $0(1) | 0 | D | ||||
Common Stock Warrants (right to buy) | (4) | 03/16/2010 | A | 358,808 | 03/16/2010 | 03/16/2015 | Common Stock | 358,808 | $0(1) | 358,808 | D | ||||
Stock Option (Right to Buy) | $1.88 | 12/22/2009 | 12/22/2019 | Common Stock | 25,000 | 25,000 | D |
Explanation of Responses: |
1. 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 $4.5 million to the Company for consideration consisting of 126,109 shares of common stock, warrants to purchase 358,808 shares of common stock (the "A Warrant") and $180,000 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 October 9, 2010. This transaction is exempt under Rule 16b-3(d). |
2. 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. |
3. 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 2.205% of the Company's common stock outstanding following the offering or offerings completed during that one-year period. |
4. 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. |
Remarks: |
adams-poa.TXT |
Joel E. Rappoport, Attorney-in-Fact | 03/18/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |