Page 18 of 25 – SEC Filing
The amount of funds expended by Mr. Palmer to acquire 7,835 shares of Common Stock that he holds in his name is $116,742. Such funds were provided from Mr. Palmer’s personal funds. The other shares that Mr. Palmer holds in his own name were received upon the death of a family member, when he inherited the family member’s IRA assets.
The amount of funds expended by Albernet OU to acquire the 45,019 shares of Common Stock it holds in its name is $327,295. Such funds were provided from Albernet OU’s available capital and from time to time by margin loans provided by Comerica Securities.
| Item 4. | Purpose of Transaction |
In the aggregate, the PL Capital Group owns 8.8% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of February 6, 2017. The PL Capital Group acquired the shares of Common Stock because it believes the shares are undervalued.
The PL Capital Group entered into a restated standstill agreement with the Company (the “Agreement”) on April 21, 2017. The primary purpose of the Agreement is to extend the contractual and other arrangements that are in place between BankFinancial and the PL Capital Group pursuant to the standstill agreement dated December 30, 2013. The PL Capital Group agreed, among other things, that during the standstill period and as long as a designee of the PL Capital Group continues to serve as a member of the Board of Directors, the PL Capital Group will vote all beneficially owned shares in favor of the director nominees selected by the Corporate Governance and Nominating Committee and would otherwise support such director candidates. The Agreement also contains provisions that prohibit the PL Capital Group from engaging in certain activities, such as proxy solicitations and shareholder proposals, without the prior written approval of the Board of Directors. The prior standstill agreement was previously filed as Exhibit 2 to Amendment 1 of Schedule 13D. The restated standstill agreement is attached hereto as Exhibit 3.
Unless otherwise noted in this Amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.
| Item 5. | Interest in Securities of the Company |
The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 19,263,336, reported as the number of outstanding shares as of February 6, 2017, in the Company’s Annual Report on Form 10-K filed on February 8, 2017.
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