0000902664-15-003687.txt : 20150917 0000902664-15-003687.hdr.sgml : 20150917 20150917163003 ACCESSION NUMBER: 0000902664-15-003687 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150917 DATE AS OF CHANGE: 20150917 GROUP MEMBERS: CLINTON GROUP, INC. GROUP MEMBERS: CLINTON MAGNOLIA MASTER FUND, LTD. GROUP MEMBERS: GEORGE HALL GROUP MEMBERS: SBAV GP LLC GROUP MEMBERS: SBAV LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Porter Bancorp, Inc. CENTRAL INDEX KEY: 0001358356 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611142247 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82055 FILM NUMBER: 151112536 BUSINESS ADDRESS: STREET 1: 2500 EASTPOINT PARKWAY CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 502-499-4800 MAIL ADDRESS: STREET 1: 2500 EASTPOINT PARKWAY CITY: LOUISVILLE STATE: KY ZIP: 40223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p15-1887sc13da.htm CLINTON GROUP, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
(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. 8)*
 

Porter Bancorp, Inc.

(Name of Issuer)
 

Common Stock, no par value

(Title of Class of Securities)
 

736233107

(CUSIP Number)
 
 
with a copy to:
Marc Weingarten and Eleazer Klein
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

September 16, 2015

(Date of Event which Requires
Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

--------------------------

* 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 ("Act") 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).

 

 

CUSIP No. 736233107SCHEDULE 13D/APage 2 of 8 Pages
 

 

1

NAME OF REPORTING PERSONS

SBAV LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,200 shares of Common Stock

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,200 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,200 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

Less than 0.1%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 736233107SCHEDULE 13D/APage 3 of 8 Pages
 

 

1

NAME OF REPORTING PERSONS

SBAV GP LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,200 shares of Common Stock

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,200 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,200 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

Less than 0.1%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 736233107SCHEDULE 13D/APage 4 of 8 Pages
 

 

1

NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

(ENTITIES ONLY)

Clinton Magnolia Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

577,942 shares of Common Stock

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

577,942 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

577,942 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

2.9%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 736233107SCHEDULE 13D/APage 5 of 8 Pages
 

 

1

NAME OF REPORTING PERSONS

George Hall

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

579,142 shares of Common Stock

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

579,142 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

579,142 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

3.0%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 736233107SCHEDULE 13D/APage 6 of 8 Pages
 

 

1

NAME OF REPORTING PERSONS

Clinton Group, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

579,142 shares of Common Stock

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

579,142 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

579,142 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

3.0%

14

TYPE OF REPORTING PERSON

IA; CO

         

 

CUSIP No. 736233107SCHEDULE 13D/APage 7 of 8 Pages
 

This Amendment No. 8 to Schedule 13D ("Amendment No. 8") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 11, 2011 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed with the SEC on August 5, 2011 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on October 24, 2011 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D filed with the SEC on October 26, 2011 ("Amendment No. 3") Amendment No. 4 to the Original Schedule 13D filed with the SEC on November 29, 2011 ("Amendment No. 4"), Amendment No. 5 to the Original Schedule 13D filed with the SEC on January 31, 2012 ("Amendment No. 5"), Amendment No. 6 to the Original Schedule 13D filed with the SEC on May 19, 2014 ("Amendment No. 6"), and Amendment No. 7 filed with the SEC on November 17, 2014 ("Amendment No. 7" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 8, the "Schedule 13D") with respect to the common stock, no par value (the "Shares"), of Porter Bancorp, Inc., a Kentucky corporation (the "Issuer" or "Bank"). Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. This Amendment No. 8 amends Item 5 as set forth below.

 

This Amendment No. 8 is being filed to reflect the expiration of the warrants previously reported as held by the Reporting Persons. As a result of such warrants expiring pursuant to their terms without exercise, this Amendment No. 8 is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

 

Paragraphs (a) – (b) and (e) of Item 5 are hereby amended and restated as follows:

 

(a) See rows (11) and (13) of the cover pages to this Amendment No. 8 for the aggregate number of Shares and percentages of the Shares beneficially owned by each of the Reporting Persons. The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 19,301,223 Shares outstanding, as of August 14, 2015, as reported in the Definitive Proxy Statement of the Issuer filed on August 21, 2015.

 

(b) By virtue of an investment management agreement with CMAG and SBAV, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 577,942 Shares beneficially owned by CMAG and the 1,200 Shares beneficially owned by SBAV. By virtue of it being the general partner of SBAV, SBAV GP may be deemed to have shared voting power and shared dispositive power with respect to all of the 1,200 Shares beneficially owned by SBAV. By virtue of his direct and indirect control of each of CGI, CMAG, SBAV and SBAV GP, Mr. Hall may be deemed to have shared voting power and shared dispositive power with respect to all Shares as to which each of CGI, CMAG, SBAV and SBAV GP has voting power or dispositive power.

 

(e) The Reporting Persons ceased to collectively beneficially own more than five percent of the Shares on September 16, 2015.

 

 

CUSIP No. 736233107SCHEDULE 13D/APage 8 of 8 Pages
 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 17, 2015

  Clinton Group, Inc.  
       
       
  By: /s/ Francis Ruchalski  
  Name: Francis Ruchalski  
  Title: Chief Financial Officer  
       
       
  Clinton Magnolia Master Fund, Ltd.  
       
  By: Clinton Group, Inc., its investment manager  
       
       
  By: /s/ Francis Ruchalski  
  Name: Francis Ruchalski  
  Title: Chief Financial Officer  
       
       
  SBAV LP  
       
  By: SBAV GP LLC, its general partner  
       
       
  By: /s/ George Hall  
  Name: George Hall  
  Title: Managing Member  
       
       
  SBAV GP LLC  
       
  By: /s/ George Hall  
  Name: George Hall  
  Title: Managing Member  
       
       
  /s/ George Hall  
  George Hall