Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 1)*

 

 

Community First, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

203663109

(CUSIP Number)

Ruskin Alexander Vest, 1101 Nashville Hwy Suite 3, Columbia, Tennessee 38401

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

April 26, 2016

(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 that 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 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).

 

*	The remainder of this cover page shall be filled out for the reporting persons 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.

 

 

 

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CUSIP No. 203663109		Page 1 of 3 pages

 

1.		Names of Reporting Persons.   Ruskin Alexander Vest
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)   PF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   170,229
				8.		Shared Voting Power   -
				9.		Sole Dispositive Power   170,229
				10.		Shared Dispositive Power   -
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   170,229
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row 11   5.16%
14.		Type of Reporting Person (See Instructions)   IN

 

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Page 2 of 3 pages

 

Explanatory Note

Mr. Vest is filing this Amendment No. 1 to Schedule 13D to amend Item 4 and Item 6 of the Schedule 13D filed by Mr. Vest on August 25, 2015 (the Original Schedule 13D) for the purpose of reporting that he, along with each of the other holders of the Fixed Rate, Noncumulative Perpetual Preferred Stock, Series A (the Series A Preferred Stock) of Community First, Inc. (the Issuer), has entered into a Preferred Stock Conversion Agreement, dated April 26, 2016 (the Conversion Agreement), with the Issuer pursuant to which each holder of the Issuers Series A Preferred Stock, including Mr. Vest, has agreed to exchange such holders shares of Series A Preferred Stock for shares of the Issuers common stock, no par value per share (the Common Stock) upon the satisfaction of certain customary closing conditions, including approval by the Federal Reserve Bank of Atlanta of the acquisition by Mr. Vest (and certain of the other holders of the Series A Preferred Stock) of the shares of Common Stock into which their shares of Series A Preferred Stock would convert. Except as specifically amended hereby, the Original Schedule 13D remains in full force and effect.

Item 4. Purpose of Transaction

Mr. Vest has acquired the shares of Common Stock for investment purposes and may acquire additional shares, or dispose of some or all of the shares of Common Stock, from time to time, depending upon price and market conditions, evaluation of the performance of the investment and other factors.

Except as set forth in Item 6, Mr. Vest has no plans or proposals which relate to or would result in

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)	A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)	Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuers business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

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Page 3 of 3 pages

 

(g) Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On April 26, 2016, Mr. Vest entered into the Conversion Agreement with the Issuer and the other holders of the Issuers Series A Preferred Stock. Pursuant to the terms of the Conversion Agreement, upon satisfaction or waiver of each of the closing conditions contained therein, Mr. Vest will exchange the 2,723 shares of Series A Preferred Stock he owns for 372,621 shares of Common Stock. Mr. Vests acquisition of the shares of Common Stock into which his shares of Series A Preferred Stock are to convert pursuant to the Conversion Agreement is conditioned upon, among other things, receipt of approval from the Federal Reserve Bank of Atlanta of Mr. Vests acquisition, individually and together with members of his immediate family, of in excess of 10% of the Issuers outstanding shares of Common Stock. Mr. Vest will not have the right to vote the shares of Common Stock issuable to him pursuant to the Conversion Agreement unless and until the conversion transaction is consummated.

Item 7. Material to Be Filed as Exhibits

The following documents are filed as exhibits:

 

99.1		Preferred Stock Conversion Agreement, dated April 26, 2016, by and among Community First, Inc. and the holders of the Community First, Inc. Fixed Rate, Noncumulative Perpetual Preferred Stock, Series A.

Signature

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.

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Preferred Stock Conversion Agreement, dated April 26, 2016, by and among Community First, Inc. and the holders of the Community First, Inc. Fixed Rate, Noncumulative Perpetual Preferred Stock, Series A