0000943374-15-000228.txt : 20150427 0000943374-15-000228.hdr.sgml : 20150427 20150427165554 ACCESSION NUMBER: 0000943374-15-000228 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150427 DATE AS OF CHANGE: 20150427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Athens Bancshares Corp CENTRAL INDEX KEY: 0001472093 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 270920126 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85162 FILM NUMBER: 15795736 BUSINESS ADDRESS: STREET 1: 106 WASHINGTON AVENUE STREET 2: P P BOX 869 CITY: ATHENS STATE: TN ZIP: 37371-0869 BUSINESS PHONE: 423 745 1111 MAIL ADDRESS: STREET 1: 106 WASHINGTON AVENUE STREET 2: P P BOX 869 CITY: ATHENS STATE: TN ZIP: 37371-0869 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cunningham Jeffrey L CENTRAL INDEX KEY: 0001472966 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: ATHENS BANCSHARES CORPORATION STREET 2: 106 WASHINGTON AVENUE PO BOX 869 CITY: ATHENS STATE: TN ZIP: 37371 SC 13D 1 sch13d_cunningham2015.htm CUNNINGHAM SCHEDULE 13D sch13d_cunningham2015.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)1


 
 
Athens Bancshares Corporation
(Name of Issuer)
 
Common Stock - $0.01 Par Value
(Title of Class of Securities)
 
047042106
(CUSIP Number)
 
Jeffrey L. Cunningham
Athens Bancshares Corporation
106 Washington Avenue, Athens, TN 37303
(423) 745-1111
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)
 
December 15, 2014
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 6 Pages)
 
 
______________________
 
1The 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 Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 

CUSIP NO. 047042106
  
 Page 2 of 6 Pages

 
1
NAME OF REPORTING PERSON
 
Jeffrey L. Cunningham
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   □
                                                                                                                    (b)   □
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
57,212 (1)
8
SHARED VOTING POWER
37,572
9
SOLE DISPOSITIVE POWER
86,277 (2)
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
94,784
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* □
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
IN

(1)  
Includes 12,776 shares held directly and 44,436 shares underlying stock options that are exercisable within 60 days.
(2)  
Includes 44,436 shares underlying stock options that are exercisable within 60 days.

 
 
 
 
 

CUSIP NO. 047042106
  
 Page 3 of 6 Pages
 
Item 1.
Security and Issuer
                  
This statement relates to shares of common stock, $0.01 par value per share (the “Common Stock”), of Athens Bancshares Corporation (“Issuer”), a Tennessee corporation whose principal executive office is located at 106 Washington Avenue, Athens, Tennessee 37303.

Item 2.
Identity and Background
 
 
(a)
This statement is being filed by Jeffrey L. Cunningham in his capacity as the beneficial owner of 94,784 shares of Common Stock of the Issuer.

 
(b)
Mr. Cunningham’s business address is 106 Washington Avenue, Athens, Tennessee 37303.

 
(c)
Mr. Cunningham is the President, Chief Executive Officer and a Director of the Issuer and Athens Federal Community Bank (the “Bank”).  The Issuer and the Bank each has its principal executive office at 106 Washington Avenue, Athens, Tennessee 37303.

 
(d)
Mr. Cunningham has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors.)

 
(e)
Mr. Cunningham has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not, as a result of such proceeding, been 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.

 
(f)
Mr. Cunningham is a U.S. citizen.

Item 3.
Source and Amount of Funds or Other Consideration
 
As of the date hereof, Mr. Cunningham is deemed to beneficially own 94,784 shares of the Issuer’s Common Stock or approximately 5.1% of the outstanding shares of Common Stock.  Of these shares, 29,065 shares were acquired with personal funds and are held in the Athens Federal Community Bank 401(k) Plan; 4,065 shares have been allocated to Mr. Cunningham under the Bank’s employee stock ownership plan; 12,776 shares were acquired by grant from the Athens Bancshares Corporation 2010 Equity Incentive Plan and have fully vested, and an additional 4,442 shares which are unvested; and 44,436 shares underlying stock options acquired by grant from the Athens Bancshares Corporation 2010 Equity Incentive Plan, that are exercisable within 60 days.  All transactions were previously reported in Mr. Cunningham’s Section 16 filings and the Issuer’s reports filed with the SEC.
 
 
 
 

 
CUSIP NO. 047042106
  
 Page 4 of 6 Pages


Item 4.                                Purpose of the Transaction

The shares covered by this Schedule 13D are being held for investment purposes only.  Mr. Cunningham may, from time to time, acquire additional securities of the Company using personal funds through a broker and/or privately negotiated transactions or by grants of securities by the Issuer pursuant to equity plans of the Issuer, or dispose of securities.

Except as described above and in his capacity as President, Chief Executive Officer and a Director of the Company and the Bank, Mr. Cunningham does not have any present plans or proposals that relate to or would result in:

 
(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.


 
 
 

CUSIP NO. 047042106
  
 Page 5 of 6 Pages

Item 5.
Interest in Securities of the Issuer
      
 
 
(a)
As of the date hereof, Mr. Cunningham is deemed to beneficially own 94,784 shares of the Issuer’s Common Stock, representing 5.1% of the 1,841,137 shares of the Common Stock deemed outstanding for such purpose.

 
(b)
Mr. Cunningham has sole voting power over 57,212 shares, shared voting power over 37,572 shares and sole dispositive power over 86,277 shares.

 
(c)
The following are the only transactions in the common stock of the Company during the past sixty days:  None.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

None.
 
Item 7.
Material to Be Filed as Exhibits

None.


 
 
 

CUSIP NO. 047042106
  
 Page 6 of 6 Pages


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: April 27, 2015


 
   /s/ Jeffrey L. Cunningham
   Jeffrey L. Cunningham