UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

Bankfinancial Corporation

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

06643P104

(CUSIP Number)

December 31, 2016

(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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CUSIP No. 06643P104		13G

 

1		NAME OF REPORTING PERSONS   Clover Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   998,086
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   998,086
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   998,086
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.2%
12		TYPE OF REPORTING PERSON*   PN, IA

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

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CUSIP No. 06643P104		13G

 

1		NAME OF REPORTING PERSONS   Clover Partners Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   998,086
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   998,086
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   998,086
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.2%
12		TYPE OF REPORTING PERSON*   OO, HC

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

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CUSIP No. 06643P104		13G

 

1		NAME OF REPORTING PERSONS   John A. Guerry
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   998,086
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   998,086
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   998,086
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.2%
12		TYPE OF REPORTING PERSON*   IN, HC

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

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SCHEDULE 13G

This Schedule 13G is being filed on behalf of Clover Partners, L.P. (the “Adviser”), a Texas limited partnership and the general partner and investment adviser of MHC Mutual Conversion Fund, L.P. (the “Fund”), Clover Partners Management, LLC, a Texas limited liability company and the general partner of the Adviser (“Clover”), and John A. Guerry, the principal of Clover, (collectively, the “Reporting Persons”), relating to common stock, par value $0.01 (the “Common Stock”), of Bankfinancial Corporation, a Maryland corporation, purchased by the Adviser on behalf of the Fund.

 

Item 1(a)

Name of Issuer.

Bankfinancial Corporation (the “Issuer”)

 

Item 1(b)

Address of Issuer’s Principal Executive Offices.

15W060 North Frontage Road

Burr Ridge, IL 60527

 

Item 2(a)

Name of Person Filing.

Clover Partners, L.P.

Clover Partners Management, LLC

John A. Guerry

 

Item 2(b)

Address of Principal Business Office.

100 Crescent Court, Suite 575

Dallas, TX 75201

 

Item 2(c)

Citizenship.

Clover Partners, L.P.—Texas

Clover Partners Management, LLC—Texas

John A. Guerry—United States of America

 

Item 2(d)

Title of Class of Securities.

Common Stock

 

Item 2(e)

CUSIP Number.

06643P104

 

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Item 3

Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

 

Item 4

Ownership.

 

(a)

amount beneficially owned:

 

(i)

The Reporting Persons may each be deemed the beneficial owner of 998,086 shares of Common Stock.

 

(b)

percent of class:

 

(i)

The Reporting Persons may be deemed the beneficial owner of 5.2% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares of Common Stock beneficially owned by 19,263,336, the number of shares of Common Stock issued and outstanding as of February 6, 2017 according to the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2017.

 

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(c)

Number of shares as to which the person has:

 

(i)

Each Reporting Person may be deemed to have the shared right to direct the vote and disposition of 998,086 shares of Common Stock.

 

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Clover is the general partner of the Adviser and John A. Guerry is the principal of Clover.

 

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

Exhibits

Exhibit 1

Joint Filing Agreement, dated February 14, 2017, among Clover Partners, L.P., Clover Partners Management, LLC and John A. Guerry.

 

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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: February 14, 2017

 

 

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EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Bankfinancial Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2017.

 

 

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