SC 13D/A

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. 5)

LNB Bancorp, Inc.

(Name of Issuer)

 Common Stock

(Title of Class of Securities)

502100-10-0

(CUSIP Number)

 Umberto P. Fedeli, The Fedeli Group, 5005 Rockside Road, Fifth Floor, Independence, OH 44131, (216) 328-8080

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

September 18, 2012

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

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 section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 6

CUSIP No. 502100-10-0 Page 2 of 6

1	name of reporting person s.s. or i.r.s. identification no. of above person Umberto P. Fedeli
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 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 714,348
	8	shared voting power
	9	sole dispositive power 714,348
	10	shared dispositive power

11	aggregate amount beneficially owned by each reporting person 714,348
12	check box if the aggregate amount in row (11) excludes certain shares ¨
13	percent of class represented by amount in row (11) 9.0%
14	type of reporting person* IN

CUSIP No. 502100-10-0 Page 3 of 6

Item 1. Security and Issuer.

This Amendment No. 5 to Schedule 13D relates to shares of common stock, par value $1.00 per share (the “Shares”), of LNB Bancorp, Inc., an Ohio corporation (the “Company”), and is filed by Umberto P. Fedeli.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and supplemented as follows:

The Shares reported in Item 5(c) as having been acquired by Mr. Fedeli were acquired for the aggregate purchase price of approximately $11,700.00 (excluding commissions) with Mr. Fedeli’s personal funds.

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented as follows:

Mr. Fedeli, a long-time investor in community banks and thrifts, purchased the Shares for investment.

On September 18, 2012, Mr. Fedeli sent a letter to Mr. Daniel E. Klimas, the Company’s president and chief executive officer, and the board of directors. The letter is attached as exhibit 7.1.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (c) are amended and supplemented as follows:

(a) According to the most recently available filing with the Securities and Exchange Commission by the Company, there are 7,944,354 Shares outstanding.

Mr. Fedeli beneficially owns a total of 714,348 Shares, or 9.0% of the outstanding Shares.

CUSIP No. 502100-10-0 Page 4 of 6

(c) In the past sixty days, Mr. Fedeli purchased 2,000 Shares in open market transactions as set forth below:

Date	Number of Shares	Approximate Per Share Price (Excluding Commissions)
07/25/2012	2,000	$5.85

Item 7. Material to be Filed as Exhibits.

7.1 September 18, 2012 letter to Mr. Daniel E. Klimas and the board of directors of LNB Bancorp, Inc.

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: September 28, 2012

/s/ Umberto P. Fedeli

Umberto P. Fedeli

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EXHIBIT INDEX

Exhibit Number	Description
7.1	September 18, 2012 letter to Mr. Daniel E. Klimas and the board of directors of LNB Bancorp, Inc.

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EX-7.1

September 18, 2012

Mr. Daniel E. Klimas and the Board of Directors

LNB Bancorp, Inc.

457 Broadway

Lorain, Ohio 44052

Dear Dan and Members of the Board of Directors,

I have been a vocal supporter of LNB, but have not hesitated to encourage management to take the steps necessary to allow LNB to control its own destiny and flourish as a healthy community bank. I have been particularly vocal about management’s plan to retire the bank’s TARP obligations. Mr. Klimas seems to believe that TARP is no longer an issue, but I respectfully disagree.

As you know, in 2008, LNB borrowed $25.2 million under the Federal government’s Troubled Asset Relief Program. I have repeatedly questioned you about your plans to replace the TARP funds because of the onerous interest provisions. If LNB fails to replace TARP by the end of 2013, the dividend payments on the TARP funds will increase by 80%, from 5% ($1.26 million annually) to 9% ($2.27 million annually). The $2.27 million dividend payment represents an incredible 61% of LNB’s 2011 net income available to common shareholders, which would leave very little left over for the bank’s owners. I previously reached out to you to discuss options for retiring the TARP funds in a way that would not be significantly dilutive to LNB’s shareholders, but my efforts were rebuffed.

Although most banks nationally have paid back their TARP obligations, LNB has not. Instead, in June the Federal government auctioned off LNB’s debt to private investors at a discount — the government received only $21.6 million for the $25.2 million face value of the debt. It’s unfortunate that LNB didn’t capture any of this savings, because it won’t reduce the interest payments LNB owes to the new TARP owners by a single cent. Because I believe in the future promise of LNB, I myself purchased some of LNB’s TARP debt, and while as a debt holder I would be delighted by an increase in the interest rate, as a shareholder I would prefer, as I have been suggesting for years, that LNB retire its TARP debt before the interest rate nearly doubles. And yet, with little more than a year before the increase, in a marketplace where LNB will have more and more competition looking to replace TARP capital, Mr. Klimas appears to feel no urgency to address the TARP dilemma. In an interview with the Plain Dealer, Mr. Klimas stated that although management would “prefer [the interest rate] didn’t increase” they didn’t “feel there’s a need to buy [the TARP] shares back immediately.” When will you feel a sense of urgency? And will it be too late for the shareholders of LNB?

Mr. Klimas became LNB’s president and CEO on February 7, 2005. LNB’s board appointed James Herrick chairman on December 31, 2004. The following graph compares the performance of LNB’s stock to that of the S&P 500 Index and the NASDAQ Bank Index, the two indices that LNB uses for comparative purposes in its proxy, assuming the investment of $100 on December 31, 2004, when Messrs. Klimas and Herrick assumed leadership of the bank, and the reinvestment of dividends paid. By the end of this July, the $100 invested in LNB had plummeted to $38.11!

 

The graph shown above is based on the following data points:

	12/04		12/05		12/06		12/07		12/08		12/09		12/10		12/11		7/12
LNB Bancorp, Inc.	$	100.00	$	92.96	$	86.52	$	82.88	$	31.49	$	26.97	$	31.36	$	29.90	$	38.11
S&P 500 Index		100.00		104.91		121.48		128.16		80.74		102.11		117.49		119.97		133.18
NASDAQ Bank Index		100.00		98.07		111.62		89.40		70.14		58.71		67.02		59.98		66.69

Despite my concerns, I continue to believe in LNB’s future under the right leadership. Management and the board must make creating shareholder value the number one priority. How should you do this? I believe that LNB’s leadership must:

· Develop immediately (although already tardy) a plan to repay the TARP debt without significantly diluting LNB’s shareholders and communicate that plan to the shareholders.

· Continue to reduce the size of the board and insure that the directors are invested in the company to align their interests with those of the shareholders.

· Appoint an executive chairman to help develop a plan for improvement and create a real sense of urgency to implement that plan to benefit all shareholders.

· To do so management must improve LNB’s internal performance dramatically. That means addressing credit problems and significantly, substantially and sustainably decreasing costs while improving revenues.

By implementing these steps I believe LNB could take advantage of the current low valuation of small commercial banks and make strategic or tuck-in acquisitions. If management is unable or unwilling to make LNB a high performance bank, the board will have to consider strategic alternatives to create shareholder value. I do not believe continuing as the bank has — with a low stock price, thin capital, no dividend and mediocre performance — is an acceptable option.

I look forward to the opportunity to discuss these ideas with you. Thank you for your time, interest and consideration.

Regards,

/s/ Umberto P. Fedeli