SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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(Amendment No. 2 )*
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Porter Bancorp, Inc.
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(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
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736233107
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(CUSIP Number)
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December 31, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 17 Pages)
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CUSIP No. 736233107
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13G/A
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Page 2 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Financial Investors, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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||||
6
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SHARED VOTING POWER
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock (see Item 4)
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock (see Item 4)
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock (see Item 4)
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%
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|||||
12
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TYPE OF REPORTING PERSON**
PN
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CUSIP No. 736233107
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13G/A
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Page 3 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Financial Offshore Investors, Ltd.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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||||
6
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SHARED VOTING POWER
71,789 shares of Common Stock
Warrants to purchase 34,239 shares of Common Stock (see Item 4)
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
71,789 shares of Common Stock
Warrants to purchase 34,239 shares of Common Stock (see Item 4)
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,789 shares of Common Stock
Warrants to purchase 34,239 shares of Common Stock (see Item 4)
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.89%
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|||||
12
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TYPE OF REPORTING PERSON**
OO
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CUSIP No. 736233107
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13G/A
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Page 4 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Capital GP, LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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||||
6
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SHARED VOTING POWER
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock (see Item 4)
|
|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock (see Item 4)
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock (see Item 4)
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%
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|||||
12
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TYPE OF REPORTING PERSON**
OO
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CUSIP No. 736233107
|
13G/A
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Page 5 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Capital Advisors, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
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SHARED VOTING POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.93%
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|||||
12
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TYPE OF REPORTING PERSON**
IA, PN
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CUSIP No. 736233107
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13G/A
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Page 6 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Capital Advisors GP, LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
-0-
|
||||
6
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SHARED VOTING POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
7
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SOLE DISPOSITIVE POWER
-0-
|
|||||
8
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SHARED DISPOSITIVE POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.93%
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|||||
12
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TYPE OF REPORTING PERSON**
OO
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CUSIP No. 736233107
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13G/A
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Page 7 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph A. Stieven
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
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SHARED VOTING POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
7
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SOLE DISPOSITIVE POWER
-0-
|
|||||
8
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SHARED DISPOSITIVE POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.93%
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|||||
12
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TYPE OF REPORTING PERSON**
IN
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CUSIP No. 736233107
|
13G/A
|
Page 8 of 17 Pages
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Covington
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
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SHARED VOTING POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
7
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SOLE DISPOSITIVE POWER
-0-
|
|||||
8
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SHARED DISPOSITIVE POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.93%
|
|||||
12
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TYPE OF REPORTING PERSON**
IN
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CUSIP No. 736233107
|
13G/A
|
Page 9 of 17 Pages
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel M. Ellefson
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
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||||
3
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SEC USE ONLY
|
|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock (see Item 4)
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.93%
|
|||||
12
|
TYPE OF REPORTING PERSON**
IN
|
CUSIP No. 736233107
|
13G/A
|
Page 10 of 17 Pages
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Item 1 (a).
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NAME OF ISSUER:
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The name of the issuer is Porter Bancorp, Inc. (the “Company”).
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
The Company’s principal executive offices are located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Stieven Financial Investors, L.P., a Delaware limited partnership (“SFI”), with respect to the shares of Common Stock and warrants beneficially owned by it;
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(ii)
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Stieven Financial Offshore Investors, Ltd., a Cayman Islands exempted company (“SFOI”), with respect to the shares of Common Stock and warrants beneficially owned by it;
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(iii)
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Stieven Capital GP, LLC, a limited liability company organized under the laws of the State of Delaware (“SFIGP”), as the general partner of SFI, with respect to the shares of Common Stock and warrants beneficially owned by SFI;
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(iv)
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Stieven Capital Advisors, L.P., a Delaware limited partnership (“SCA”), which serves as the investment manager to SFI and SFOI, with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;
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(v)
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Stieven Capital Advisors GP, LLC, a Delaware limited liability company (“SCAGP”), which serves as the general partner of SCA, with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;
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(vi)
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Joseph A. Stieven (“Mr. Stieven”), as managing member of SCAGP and SFIGP and Chief Executive Officer of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;
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(vii)
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Stephen L. Covington (“Mr. Covington”), as and managing director of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI; and
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(viii)
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Daniel M. Ellefson (“Mr. Ellefson”), as managing director of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI.
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The foregoing persons are hereinafter collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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CUSIP No. 736233107
|
13G/A
|
Page 11 of 17 Pages
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
The address of the business office of each of the Reporting Persons is 12412 Powerscourt Drive, Suite 250, St. Louis, Missouri 63131.
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Item 2(c).
|
CITIZENSHIP:
|
SFI and SCA are limited partnerships organized under the laws of the State of Delaware. SFOI is a Cayman Islands exempted company. SFIGP and SFAGP are limited liability companies organized under the laws of the State of Delaware. Messrs. Stieven, Covington and Ellefson are citizens of the United States.
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Item 2(d).
|
TITLE OF CLASS OF SECURITIES:
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Common Stock, no par value (the “Common Stock”)
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Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act,
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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¨
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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¨
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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¨
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Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
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(f)
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¨
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Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
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(g)
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¨
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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(h)
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¨
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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¨
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
If this statement is filed pursuant to Rule 13d-1(c), check this box: x
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CUSIP No. 736233107
|
13G/A
|
Page 12 of 17 Pages
|
Item 4.
|
OWNERSHIP.
|
A.
|
Stieven Financial Investors, L.P.
|
||||
(a)
|
Amount beneficially owned:
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock
|
||||
(b)
|
Percent of class: 5.06% The percentages used herein and in the rest of Item 4 are calculated based upon (i) the 11,830,261 shares of Common Stock issued and outstanding on October 31, 2011 as reflected in the Form 10-Q filed by the Company on November 10, 2011, and (ii) 194,022 shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such shares may be obtained and beneficially owned upon exercise or conversion within 60 days of derivative securities currently owned by the Reporting Persons. Pursuant to Rule 13d-3(d)(1)(i) the number of issued and outstanding shares of Common Stock assumes that each other warrant holder of the Company does not exercise or convert herein within 60 days.
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote:
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of:
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock
|
B.
|
Stieven Financial Offshore Investors, Ltd.
|
||||
(a)
|
Amount beneficially owned:
71,789 shares of Common Stock
Warrants to purchase 34,239 shares of Common Stock
|
||||
(b)
|
Percent of class: 0.89%.
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote:
71,789 shares of Common Stock
Warrants to purchase 34,239 shares of Common Stock
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of:
71,789 shares of Common Stock
Warrants to purchase 34,239 shares of Common Stock
|
CUSIP No. 736233107
|
13G/A
|
Page 13 of 17 Pages
|
C.
|
Stieven Capital GP, LLC
|
||||
(a)
|
Amount beneficially owned:
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock
|
||||
(b)
|
Percent of class: 5.06%.
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote:
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of:
414,548 shares of Common Stock
Warrants to purchase 194,022 shares of Common Stock
|
D.
|
Stieven Capital Advisors, L.P.
|
||||
(a)
|
Amount beneficially owned:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
||||
(b)
|
Percent of class: 5.93%.
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
E.
|
Stieven Capital Advisors GP, LLC
|
||||
(a)
|
Amount beneficially owned:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
||||
(b)
|
Percent of class: 5.93%.
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
CUSIP No. 736233107
|
13G/A
|
Page 14 of 17 Pages
|
F.
|
Joseph A. Stieven, Stephen L. Covington and Daniel M. Ellefson
|
||||
(a)
|
Amount beneficially owned:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
||||
(b)
|
Percent of class: 5.93%.
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of:
486,337 shares of Common Stock
Warrants to purchase 228,261 shares of Common Stock
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
Not applicable.
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
SFIGP, the general partner of SFI, has the power to direct the affairs of SFI, including decisions respecting the disposition of the proceeds from the sale of any of the Warrants, or any shares of Common Stock. Mr. Stieven is the managing member of SCAGP, the general partner of SCA, and in that capacity direct SCAGP’s and SCA’s operations. Messrs. Covington and Ellefson are managing directors of SCA, and in that capacity may direct SCA’s operations.
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
Not applicable.
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
Not applicable.
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
Not applicable.
|
CUSIP No. 736233107
|
13G/A
|
Page 15 of 17 Pages
|
Item 10.
|
CERTIFICATION.
|
Each of the Reporting Persons hereby makes the following certification:
|
|
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No. 736233107
|
13G/A
|
Page 16 of 17 Pages
|
STIEVEN FINANCIAL INVESTORS, L.P.
|
|||
By:
|
Stieven Capital GP, LLC
its general partner
|
||
/s/ Joseph A. Stieven
|
|||
Name:
|
Joseph A. Stieven
|
||
Title:
|
Managing Member
|
||
STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.
|
|||
/s/ Michelle Wilson-Clarke
|
|||
Name:
|
Michelle Wilson-Clarke
|
||
Title:
|
Director
|
||
STIEVEN CAPITAL GP, LLC
|
|||
/s/ Joseph A. Stieven
|
|||
Name:
|
Joseph A. Stieven
|
||
Title:
|
Managing Member
|
||
STIEVEN CAPITAL ADVISORS, L.P.
|
|||
By:
|
Stieven Capital Advisors GP, LLC
its general partner
|
||
/s/ Joseph A. Stieven
|
|||
Name:
|
Joseph A. Stieven
|
||
Title:
|
Managing Member
|
||
STIEVEN CAPITAL ADVISORS GP, LLC
|
|||
/s/ Joseph A. Stieven
|
|||
Name:
|
Joseph A. Stieven
|
||
Title:
|
Managing Member
|
||
CUSIP No. 736233107
|
13G/A
|
Page 17 of 17 Pages
|
JOSEPH A. STIEVEN
|
|
/s/ Joseph A. Stieven
|
|
JOSEPH A. STIEVEN, individually
|
|
STEPHEN L. COVINGTON
|
|
/s/ Stephen L. Covington
|
|
STEPHEN L. COVINGTON, individually
|
|
DANIEL M. ELLEFSON
|
|
/s/ Daniel M. Ellefson
|
|
DANIEL M. ELLEFSON, individually
|