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CUSIP No. 233237 10 6
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1.
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Names of Reporting Person - William S. Latoff
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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(b)
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X
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship or Place of Organization - U.S.A.
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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 297,555
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power – 297,555
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Reporting Person – 297,555
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13.
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Percent of Class Represented by Amount in Row (11) 10.72%
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14.
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Type of Reporting Person IN
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Item 1.
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Security and Issuer
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The class of securities to which this statement relates is common stock, par value $1.00 per share (the “Common Stock”), of DNB Financial Corporation (the “Issuer”), and the principal executive offices of the Issuer are located at 4 Brandywine Avenue, Downingtown, PA 19335.
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Item 2.
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Identity and Background
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The identity and background for each person filing this statement and each person enumerated in Instruction C to Schedule 13D is as follows:
During the last five years, none of the reporting persons nor any person enumerated in Instruction C to Schedule 13D has been convicted in a criminal proceeding or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such person 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.
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(a)
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Name: William S. Latoff
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(b)
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Business address: c/o DNB Financial Corporation, 4 Brandywine Avenue, Downingtown, PA 19335
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(c)
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Present principal occupation or employment: Mr. Latoff is the Chairman and Chief Executive Officer of the Issuer, whose principal business address is 4 Brandywine Avenue, Downingtown, PA 19335.
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(f)
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Citizenship: U.S.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The sources of funds used to purchase shares of Common Stock owned by William S. Latoff were personal funds. Mr. Latoff did not borrow any of the funds used to purchase any of the Common Stock. Of the 297,555 shares reported, 44,209 are represented by unexercised options to acquire shares granted by the Issuer to Mr. Latoff. Since April 23, 2010, the date of the last transaction covered by Schedule 13D Amendment No. 3, all shares of Common Stock acquired by Mr. Latoff were acquired by purchase (14,775 shares), by grant of restricted shares from the Issuer at no cash consideration (44,700 shares) or by option grant by the Issuer for no cash consideration (-0- shares). In addition, options to acquire 7,529 shares have expired and were not exercised.
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Item 4.
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Purpose of Transaction
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Mr. Latoff has acquired all shares of Common Stock for general investment purposes. Mr. Latoff may purchase additional shares of Common Stock in private or open-market transactions for investment purposes, or dispose of shares of Common Stock.
Mr. Latoff in his capacity as an investor in securities of the Issuer, has no plan or proposal with respect to (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.
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Item 5.
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Interest in Securities of the Issuer
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(a)
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William S. Latoff beneficially owns, for purposes of this report, 297,555 shares of Common Stock, which represent 10.72% of the shares of Common Stock outstanding as of December 17, 2014.
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(b)
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Of the shares beneficially owned by William S. Latoff, all are held by Mr. Latoff directly, over which he has sole voting and dispositive power.
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(c)
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The following transactions in the Common Stock of the Issuer have occurred since April 23, 2010 that were effected by William S. Latoff
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Person Effecting
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Date
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No. Shares
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Price/Share
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Where/How Effected
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William S. Latoff
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6/2/2010
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75
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$6.62
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Cash open market purchase
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William S. Latoff
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6/2/2010
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325
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$7.23
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Purchase through 401(k) Plan
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William S. Latoff
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6/16/2010
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650
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$7.05
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Purchase through 401(k) Plan
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William S. Latoff
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6/21/2010
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26
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$6.76
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Deferred Compensation Plan
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William S. Latoff
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6/21/2010
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185
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$6.85
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Cash open market purchase
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William S. Latoff
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9/3/2010
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1379
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$7.29
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Purchase through 401(k) Plan
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William S. Latoff
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9/20/2010
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167
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$7.64
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Cash open market purchase
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William S. Latoff
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11/9/2010
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205
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$8.65
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Cash open market purchase
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William S. Latoff
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11/10/2010
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195
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$8.40
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Cash open market purchase
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William S. Latoff
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11/15/2010
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341
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$8.15
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Purchase through 401(k) Plan
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William S. Latoff
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11/19/2010
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448
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$8.92
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Purchase through 401(k) Plan
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William S. Latoff
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9/20/2010
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22
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$7.64
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Deferred Compensation Plan
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William S. Latoff
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12/20/2010
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36
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$9.00
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Cash open market purchase
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William S. Latoff
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2/4/2011
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1,210
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$10.06
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Cash open market purchase
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William S. Latoff
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2/23/2011
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68
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$9.75
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Purchase through 401(k) Plan
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William S. Latoff
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3/21/2011
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33
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$10.05
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Cash open market purchase
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William S. Latoff
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5/4/2011
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38
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$9.01
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Deferred Compensation Plan
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William S. Latoff
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11/9/2011
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2776
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$9.84
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Purchase through 401(k) Plan
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William S. Latoff
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12/12/2011
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15,000
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NA
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Equity Compensation Plan Award
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William S. Latoff
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12/31/2011
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54
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$9.81
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Deferred Compensation Plan
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William S. Latoff
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12/31/2011
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98
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$10.19
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Cash open market purchase
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William S. Latoff
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12/31/2011
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44
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$10.65
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Purchase through 401(k) Plan
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William S. Latoff
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9/20/2012
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115
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$14.63
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Cash open market purchase
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William S. Latoff
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12/18/2012
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2,259
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$13.87
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Purchase through 401(k) Plan
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William S. Latoff
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12/18/2012
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9,000
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NA
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Equity Compensation Plan Award
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William S. Latoff
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9/20/2013
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166
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$17.62
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Cash open market purchase
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William S. Latoff
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12/18/2013
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2,064
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$17.49
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Purchase through 401(k) Plan
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William S. Latoff
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12/18/2013
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8,200
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NA
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Equity Compensation Plan Award
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William S. Latoff
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12/17/2014
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188
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$21.16
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Cash open market purchase
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William S. Latoff
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12/17/2014
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1,609
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$21.22
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Purchases through 401(k) Plan
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William S. Latoff
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12/17/2014
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12,500
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NA
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Equity Compensation Plan Award
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| Total | 59,476 |
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(d)
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No 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, the shares of Common Stock.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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No additional contracts, arrangements, understandings or relationships (legal or otherwise) among Mr. Latoff and any other 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, puts or calls, guarantees of 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 since the date of the original report.
The Issuer granted William S. Latoff 15,000 shares, 9,000 shares, 8,200 shares and 12,500 shares of restricted stock on December 12, 2011, December 18, 2012, December 18, 2013, and December 17, 2014 respectively. Resale of such shares is contractually restricted to the earlier of 1 year after grant or a change in control of the Issuer.
William S. Latoff holds options to acquire an aggregate of 44,209 shares of Common Stock granted under the Stock Option Plan. All such options were granted pursuant to stock option agreements entered into by between the Issuer and William S. Latoff. The material terms of William S. Latoff’s options are set forth in the table below.
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Number of Underlying Shares
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Exercisable
(1)
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Exercise
Price
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Grant
Date
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Expiration Date
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Name of Equity Incentive
Plan
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1995 Stock Option Plan of DNB Financial Corporation ( as amended and restated effective as of April 25, 2012)
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25,467
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10/18/2005
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24.27
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4/18/2005
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4/17/2015
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Same as above
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18,742
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6/22/2006
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17.51
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12/22/2005
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12/21/2015
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Same as above
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44,209
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Total
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Item 7.
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Material to Be Filed as Exhibits
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Not applicable.
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January 14, 2015
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Date
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/s/ William S. Latoff
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Signature
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William S. Latoff, Individually
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