Filing Details

Item 1.

Security and Issuer

The initial Schedule 13D, dated February 5, 2013, was filed with the Securities and Exchange Commission on February 14, 2013 (the “Initial Schedule 13D”) and related to the common stock, $0.01 par value (“Common Stock”), of BankFinancial Corporation (the “Company” or “BankFinancial”).  The address of the principal executive offices of the Company is 15W060 North Frontage Road, Burr Ridge, IL 60527.

 

Item 2.

Identity and Background

This Amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this Amended Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group was attached as Exhibit 1 to the Initial Schedule 13D.

 

·

Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

 

·

Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

 

·

PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

 

·

PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

 

·

PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;

 

·

Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

 

·

Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;

 

·

John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and as holders of certain discretionary authority over an account held by Albernet OU;

 

·

John Palmer, as an individual;

 

·

Lashley Family 2011 Trust, a New Jersey irrevocable trust;

 

·

Beth Lashley, Trustee, Lashley Family 2011 Trust;

 

 

·

Albernet OU, an Estonian company; and

 

·

Dr. Irving Smokler, Member of the Management Board and principal of Albernet OU.

 

 

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

(2)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

(3)

shares of Common Stock held by Albernet OU, over which Mr. Palmer and Mr. Lashley have certain discretionary authority; and

(4)

shares of Common Stock held by Mr. Palmer individually.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.

 

The business address of the Lashley Family 2011 Trust and Beth Lashley, Trustee is 2 Trinity Place, Warren, NJ 07059.  The Lashley Family 2011 Trust is engaged in various interests, including investments.

 

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC. Beth Lashley is a former certified public accountant who is retired.

 

The business address of Albernet OU and Dr. Irving Smokler is c/o of Maple Leaf Properties, 2424 N. Federal Highway, Suite 454, Boca Raton, FL 33432.  Albernet OU is a company engaged in various investment activities.

 

The principal employment of Dr. Smokler is as a partner of Maple Leaf Properties, a Michigan co-general partnership and a real estate investment firm with a principal address of 2424 N. Federal Highway, Suite 454, Boca Raton, FL 33432.

 

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 1,687,549 shares of Common Stock of the Company acquired at an aggregate cost of $12,526,988.

 

From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firm’s usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no members of the PL Capital Group have margin from BNP Paribas or other loans outstanding secured by Common Stock.

 

The amount of funds expended by Financial Edge Fund to acquire the 864,562 shares of Common Stock it holds in its name is $6,257,776.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

 

The amount of funds expended by Financial Edge Strategic to acquire the 354,575 shares of Common Stock it holds in its name is $2,747,200.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.

 

The amount of funds expended by Focused Fund to acquire the 159,488 shares of Common Stock it holds in its name is $1,200,572.  Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

 

The amount of funds expended by Goodbody/PL LP to acquire the 251,545 shares of Common Stock it holds in its name is $1,842,518.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.

 

The amount of funds expended by the Lashley Family 2011 Trust to acquire the 3,000 shares of Common Stock it holds in its name is $16,539.  Such funds were provided from the Trust’s available capital and from time to time by margin loans provided by Charles Schwab & Co. Inc.

 

 

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.

 

 

The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:

 

(A)	Financial Edge Fund

(c)

Financial Edge Fund did not purchase or sell shares of Common Stock during the past 60 days.

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B)	Financial Edge Strategic

(c)

Financial Edge Strategic Fund did not purchase or sell shares of Common Stock during the past 60 days.

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)	Focused Fund

(c)

Focused Fund did not purchase or sell shares of Common Stock during the past 60 days.

 

 

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

 

(D)	Goodbody/PL LP

(c)

Goodbody/PL LP did not purchase or sell shares of Common Stock during the past 60 days.

 

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

 

(c)

PL Capital has made no purchases or sales of Common Stock directly.

(d)

PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(c)

PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)

PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

 

(c)

Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(c)

On February 27, 2017, Mr. Palmer exercised options to purchase Common Stock of the Company which resulted in the acquisition of 35,000 shares of Common Stock for a price of $11.99 per share.  On February 27, 2017, Mr. Palmer sold 28,165 shares of Common Stock at a price of $14.90 per share.

 

(c)

Mr. Lashley did not purchase or sell shares of Common Stock during the past 60 days.

(c)

Lashley Family 2011 Trust did not purchase or sell shares of Common Stock during the past 60 days.

(c)

Lashley Family 2011 Trust did not purchase or sell shares of Common Stock during the past 60 days.

 

(d)

Beth Lashley is the Trustee of the Lashley Family 2011 Trust and may be deemed to share with the Lashley Family 2011 Trust the power of voting and disposition with regard to the shares of Common Stock held by the Lashley Family 2011 Trust.

(L)	Albernet OU

(c)

Albernet OU did not purchase or sell shares of Common Stock during the past 60 days

(d)

Because Mr. Palmer and Mr. Lashley hold certain discretionary authority over an account held by Albernet OU, Mr. Palmer and Mr. Lashley are deemed to share disposition power with Albernet OUwith regard to those shares of Common Stock held by Albernet OU.

(M)	Dr. Irving Smokler

(c)

Dr. Irving Smokler made no direct purchases or sales of Common Stock in the past 60 days.

 

(d)

Because Dr. Irving Smokler is a Member of the Management Board and aprincipal of Albernet OU, he is deemed to share the power of disposition of shares of Common Stock held by Albernet OU with Messrs. Palmer and Lashley, and he shares the power of voting and disposition of shares of Common Stock held by Albernet OU with Albernet OU.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.  With respect to Albernet OU, PL Capital is entitled to an allocation of a portion of profits, if any, and a management fee based upon a percentage of total capital.

 

Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to the Initial Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

 

Item 7.

Material to be Filed as Exhibits

_________________________

*Previously filed.

SIGNATURES

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.