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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
BankFinancial Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
06643P104
(CUSIP Number)
Mr. John W. Palmer
PL Capital Advisors, LLC
750 Eleventh Street South
Suite 202
Naples, FL 34102
(239) 777-0187
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
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Phillip M. Goldberg
Foley & Lardner LLP 321 North Clark Street Suite 2800
Chicago, IL 60654-5313 (312) 832-4549
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Peter D. Fetzer
Foley & Lardner LLP 777 East Wisconsin Avenue Suite 3800
Milwaukee, WI 53202-5306 (414) 297-5596
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December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒Rule 13d-1(c)
☐ Rule 13d-1(d)
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1
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NAME OF REPORTING PERSON
PL Capital Advisors, 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) ☐
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||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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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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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
0
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|||
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
0
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14
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TYPE OF REPORTING PERSON
IA
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1
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1
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NAME OF REPORTING PERSON
John W. Palmer
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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) ☐
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||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
PF, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
9,360
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||
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8
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SHARED VOTING POWER
9,360
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9
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SOLE DISPOSITIVE POWER
9,360
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|||
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10
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SHARED DISPOSITIVE POWER
9,360
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,360
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
IN
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|||
2
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1
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NAME OF REPORTING PERSON
Richard J. Lashley
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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) ☐
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||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
0
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|||
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
0
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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|||
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14
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TYPE OF REPORTING PERSON
IN
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|||
3
Explanatory Note
The Reporting Persons (as defined below) has reduced its percentage ownership in BankFinancial Corporation below 5% ownership and will no longer file a Schedule
13G with respect to BankFinancial Corporation unless additional transactions bring the Reporting Persons’ percentage ownership over 5.0%.
Item 1(a). Name of Issuer:
BankFinancial Corporation
Item 1(b). Address of Issuer’s Principal Executive Offices:
60 North Frontage Road, Burr Ridge, IL 60527
| Item 2(a). |
Name of Persons Filing:
|
This Schedule 13G is being filed jointly by (1) PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment
adviser under the Investment Advisers Act of 1940 (“PL Capital Advisors”); (2) Richard J. Lashley, a managing member of PL Capital Advisors; and (3) John W. Palmer, a managing member of PL Capital Advisors (collectively, the “Reporting
Persons”).
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
The business address of PL Capital Advisors, LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 750 Eleventh Street South, Suite 202,
Naples, FL 34102.
| Item 2(c). |
Citizenship:
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All of the individuals who are members of the PL Capital Advisors are citizens of the United States.
| Item 2(d). |
Title of Class of Securities:
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Common Stock
| Item 2(e). |
CUSIP Number:
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06643P104
| Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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N/A
4
Item 4. Ownership:
The following list sets forth the aggregate number and percentage (based on 12,922,174 shares of Common Stock outstanding as of October 26,
2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2022) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2(a):
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Name
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Shares of Common Stock
Beneficially Owned (Shared Voting and Investment Power)
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Shares of Common Stock
Beneficially Owned (Sole Voting and Investment Power)
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Percentage of Shares of Common Stock Beneficially Owned
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PL Capital Advisors
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0
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0
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0.0%
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John W. Palmer
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9,360
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9.360
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Less than 1%
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Richard J. Lashley
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0
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0
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0.0%
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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This statement reports the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent
of the class of securities [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
PL Capital Advisors manages the assets of various advisory clients who have the right to receive dividends from, or the proceeds from the sale
of, the securities described herein.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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N/A
Item 8. Identification and Classification of Members of the Group:
See Item 2(a) above.
5
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my 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, other than
activities solely in connection with a nomination under Rule 14a-11.
List of Exhibits
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Exhibit No.
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Description
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99.1
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6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023.
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PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
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By: /s/ John W. Palmer
John W. Palmer
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By: /s/ Richard J. Lashley
Richard J. Lashley
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