Filing Details
- Accession Number:
- 0000943374-22-000286
- Form Type:
- 13D Filing
- Publication Date:
- 2022-07-21 20:00:00
- Filed By:
- Koch Charles F
- Company:
- Vwf Bancorp Inc.
- Filing Date:
- 2022-07-22
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Charles F. Koch | 53,814 | 50,000 | 53,814 | 50,000 | 103,814 | 5.40% |
| Karen Koch | 0 | 50,000 | 0 | 50,000 | 50,000 | 2.60% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ___)1
VWF Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
918428 103
(CUSIP Number)
976 South Shannon Street
Van Wert, Ohio 45891
(419) 238-9662
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
July 13, 2022
(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.
(Continued on following pages)
1 The remainder of this cover page shall be filled out for a reporting person’s 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.
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 or otherwise subject to the
liabilities of that Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Page 1 of 10 Pages)
| CUSIP NO. 918428 103 | Page 2 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Charles F. Koch | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) □ (b) □ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 53,814 | |
| 8 | SHARED VOTING POWER 50,000 | ||
| 9 | SOLE DISPOSITIVE POWER 53,814 | ||
| 10 | SHARED DISPOSITIVE POWER 50,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,814 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* □ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.40% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| CUSIP NO. 918428 103 | Page 3 of 10 Pages |
| 1 | NAME OF REPORTING PERSON Karen Koch | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) □ (b) □ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 -0- | |
| 8 | SHARED VOTING POWER 50,000 | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 50,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* □ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.60% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| CUSIP NO. 918428 103 | Page 4 of 10 Pages |
| Item 1. | Security and Issuer |
State the title of the class of equity securities to which this statement relates and the name and address of the principal executive offices of the issuer of such securities.
This statement relates to shares of common stock, $0.01 Par Value (the “Common Stock”), of VWF Bancorp, Inc. (“Issuer”), whose principal executive office is
located at 976 South Shannon Street, Van Wert, Ohio 45891.
| Item 2. | Identity and Background |
If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group
of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person
enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).
Name:
Charles F. Koch
Karen Koch
| (a) | Residence or Principal Address: |
Charles F. Koch
976 South Shannon Street
Van Wert, Ohio 45891
Karen Koch
10560 Turnbury Way
Van Wert, Ohio 45891
| (b) | Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: |
Mr. Koch is the owner of Koch Law Office, 106 W. Main Street, Van Wert, Ohio 45891. Mrs. Koch is not employed.
| (d) | Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and
location of court, and penalty imposed, or other disposition of the case: |
Neither Mr. Koch nor Mrs. Koch has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors.)
| CUSIP NO. 918428 103 | Page 5 of 10 Pages |
| (e) | Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or final order; and |
Neither Mr. Koch nor Mrs. Koch has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and has not, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
| (f) | Citizenship. |
Mr. Koch and Mrs. Koch are both U.S. citizens.
Item 3. Source
and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds
or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities, a description of the transaction and the names of the parties thereto. Where material, such information should also be
provided with respect to prior acquisitions not previously reported pursuant to this regulation. If the source of all or any part of the funds is a loan made in the ordinary course of business by a bank, as defined in Section 3(a)(6) of the Act, the
name of the bank shall not be made available to the public if the person at the time of filing the statement so requests in writing and filed such request, naming such bank, with the Secretary of the Commission. If the securities were acquired other
than by purchase, describe the method of acquisition.
The shares of the Issuer’s Common Stock were purchased with personal funds.
Item 4. Purpose
of the Transaction
State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result
in:
The shares covered by this Schedule 13D are being held for investment purposes. Mr. Koch and Mrs. Koch may, from time to time, acquire additional securities of
the Issuer using personal funds through a broker and/or privately negotiated transactions or dispose of securities.
Except as described above, neither Mr. Koch (except in his capacity as a director of the Issuer and of Van Wert Federal Savings Bank, the wholly-owned subsidiary
of the Issuer) nor Mrs. Koch have any present plans or proposals that relate to or would result in:
| CUSIP NO. 918428 103 | Page 6 of 10 Pages |
| (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 issuer's 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; |
| (g) | Changes in the issuer's 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 5. Interest
in Securities of the Issuer
| (a) | State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most
recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named
in Item 2. The above-mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act; |
| CUSIP NO. 918428 103 | Page 7 of 10 Pages |
As of the date hereof, Mr. Koch and Mrs. Koch beneficially own, in the aggregate, 103,814 shares of the Issuer’s Common Stock, representing 5.40% of the 1,922,924
shares of the Common Stock deemed outstanding for such purpose.
| (b) | For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to
direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared; |
Mr. Koch has sole voting and dispositive power with respect to 53,814 shares of the Issuer’s Common Stock and has shared voting and dispositive power with respect
to 50,000 shares of the Issuer’s Common stock with his spouse, Karen Koch.
| (c) | Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing on Schedule 13D (§.13d-191), whichever is less,
by the persons named in response to paragraph (a). |
The following transactions occurred in the last 60 days:
| Date | Transaction | Number of Shares | Price Per Share |
| 07/13/22 | Purchase | 53,814 | $10.00 |
| 07/13/22 | Purchase – By Spouse | 50,000 | $10.00 |
| (d) | If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. |
None.
| (e) | If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. |
Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to
any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of
| CUSIP NO. 918428 103 | Page 8 of 10 Pages |
profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or
relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities
except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
See response to Item 4 above.
Item 7. Material
to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by Rule 13d-1(f) §240.13d-1(f) and copies of
all written agreements, contracts, arrangements, understandings, plans or proposals relating to (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger,
or change in business or control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
See Exhibit 1.
| CUSIP NO. 918428 103 | Page 9 of 10 Pages |
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.
Date: July 21, 2022
/s/ Charles F. Koch
Charles F. Koch
/s/ Karen Koch
Karen Koch
| CUSIP NO. 918428 103 | Page 10 of 10 Pages |
Exhibit 1
The undersigned hereby agree that this Schedule 13D is filed on behalf of each of them.
Date: July 21, 2022
/s/ Charles F Koch
Charles F. Koch
/s/ Karen Koch
Karen Koch