SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last)

(First)

(Middle)

7 TEMASEK BOULEVARD #29-01B

SUNTEC TOWER ONE

(Street)

SINGAPORE

038987

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OptimumBank Holdings, Inc. [ OPHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2021		P		282,377	A	⁽¹⁾	375,357	I	see footnote⁽²⁾
Common Stock								20,400	D
Common Stock								243	I	see footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Capital securities	⁽¹⁾	03/31/2021		P		847.13		03/31/2021	10/07/2034	Common Stock	282,377	$1,416.67⁽¹⁾	847.13	I	see footnote⁽²⁾
Capital securities	⁽¹⁾	03/31/2021		C			847.13	03/31/2021	10/07/2034	Common Stock	282,377	⁽¹⁾	0	I	see footnote⁽²⁾

Explanation of Responses:

1. American Pacific Bancorp., Inc. purchased 282,377 shares of the common stock of OptimumBank Holdings, Inc. in a two part transaction. First, American Pacific Bancorp., Inc. purchased 847.13 Capital Securities issued by OptimumBank Holdings Capital Trust I, a statutory trust (the "Trust Preferred Securities") for $1,200,102.25. OptimumBank Holdings, Inc. is the sponsor of the OptimumBank Holdings Capital Trust I. American Pacific Bancorp., Inc. then exchanged these 847.13 Trust Preferred Securities for 282,377 shares of the common stock of OptimumBank Holdings, Inc. Accordingly, the consideration paid for these 282,377 shares of the common stock of OptimumBank Holdings, Inc. was equal to $4.25 per share.

2. Held by American Pacific Bancorp., Inc. The Reporting Person is the Chairman and Chief Executive Officer, and through an entity, is the majority shareholder of Alset EHome International Inc., which is the majority shareholder of American Pacific Bancorp., Inc. The Reporting Person has dispositive control over these securities.

3. Held by Heng Fai Holdings Limited, an entity of which the Reporting Person is the sole owner. The Reporting Person has dispositive control over these securities.

	/s / Heng Fai Ambrose Chan	04/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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