0001104659-16-136547.txt : 20160803 0001104659-16-136547.hdr.sgml : 20160803 20160803160636 ACCESSION NUMBER: 0001104659-16-136547 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160803 DATE AS OF CHANGE: 20160803 GROUP MEMBERS: CASTLE CREEK CAPITAL V LLC GROUP MEMBERS: J. MIKESELL THOMAS GROUP MEMBERS: JOHN M. EGGEMEYER GROUP MEMBERS: JOHN T. PIETRZAK GROUP MEMBERS: MARK G. MERLO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUARANTY FEDERAL BANCSHARES INC CENTRAL INDEX KEY: 0001046203 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 431792717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53131 FILM NUMBER: 161803841 BUSINESS ADDRESS: STREET 1: 1341 WEST BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 BUSINESS PHONE: 4175204333 MAIL ADDRESS: STREET 1: 1341 WEST BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Castle Creek Capital Partners V, LP CENTRAL INDEX KEY: 0001580580 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6051 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: (858) 756-8300 MAIL ADDRESS: STREET 1: 6051 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 SC 13G/A 1 a16-15934_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Guaranty Federal Bancshares, Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

40108P101

(CUSIP Number)

August 3, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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. 40108P101

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
Castle Creek Capital Partners V, LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
719,022

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
719,022

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
719,022

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
16.2% (1)

 

 

12.

Type of Reporting Person (See Instructions):
PN (Limited Partnership)

 

(1) Based on information provided by Guaranty Federal Bancshares, Inc. (the “Company”), there were 4,432,027 outstanding shares of the Company’s Common Stock, par value $0.10 per share (the “Common Stock”) as of July 28, 2016.

 

2


 

CUSIP No. 40108P101

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
Castle Creek Capital V LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
719,022

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
719,022

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
719,022

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
16.2% (1)

 

 

12.

Type of Reporting Person (See Instructions):
OO (Limited Liability Company)

 

(1) Based on information provided by the Company, there were 4,432,027 outstanding shares of Common Stock as of July 28, 2016.

 

3


 

CUSIP No. 40108P101

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
John M. Eggemeyer

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
719,022

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
719,022

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
719,022

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
16.2% (1)

 

 

12.

Type of Reporting Person (See Instructions):
IN (Individual)

 

(1) Based on information provided by the Company, there were 4,432,027 outstanding shares of Common Stock as of July 28, 2016.

 

4


 

CUSIP No. 40108P101

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
Mark G. Merlo

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
719,022

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
719,022

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
719,022

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
16.2% (1)

 

 

12.

Type of Reporting Person (See Instructions):
IN (Individual)

 

(1) Based on information provided by the Company, there were 4,432,027 outstanding shares of Common Stock as of July 28, 2016.

 

5


 

CUSIP No. 40108P101

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
John T. Pietrzak

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
719,022

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
719,022

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
719,022

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
16.2% (1)

 

 

12.

Type of Reporting Person (See Instructions):
IN (Individual)

 

(1) Based on information provided by the Company, there were 4,432,027 outstanding shares of Common Stock as of July 28, 2016.

 

6


 

CUSIP No. 40108P101

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
J. Mikesell Thomas

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

 

6.

Shared Voting Power:
719,022

 

7.

Sole Dispositive Power:
0

 

8.

Shared Dispositive Power:
719,022

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
719,022

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
16.2% (1)

 

 

12.

Type of Reporting Person (See Instructions):
IN (Individual)

 

(1) Based on information provided by the Company, there were 4,432,027 outstanding shares of Common Stock as of July 28, 2016.

 

7


 

Item 1.

(a).

Name of Issuer
Guaranty Federal Bancshares, Inc.

 

(b).

Address of Issuer’s Principal Executive Offices:
1341 West Battlefield

Springfield, Missouri 65807

 

Item 2(a).

 

Name of Person Filing
See Item 2(c) below.

Item 2(b).

 

Address of Principal Business Office
See Item 2(c) below.

Item 2(c).

 

Citizenship

(i) Castle Creek Capital Partners V, LP

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: State of Delaware

 

(ii) Castle Creek Capital V LLC

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: State of Delaware

 

(iii) John M. Eggemeyer

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: U.S.A.

 

(iv) Mark G. Merlo

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: U.S.A.

 

(v) John T. Pietrzak

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: U.S.A.

 

(vi) J. Mikesell Thomas

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: U.S.A.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

Item 2(d).

 

Title of Class of Securities:
Common Stock, par value $0.10 per share

 

8


 

Item 2(e).

 

CUSIP Number:
40108P101

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the 719,022 shares of Common Stock held directly by Castle Creek Capital Partners V, LP (“Fund V”).  Castle Creek Capital V LLC (“CCC V”) is the sole general partner of Fund V.  Mr. Eggemeyer, Mr. Merlo, Mr. Pietrzak, and Mr. Thomas share voting and dispositive power over the 719,022 shares beneficially owned by Fund V, due to the fact that each is a managing principal of CCC V.  CCC V, Mr. Eggemeyer, Mr. Merlo, Mr. Pietrzak, and Mr. Thomas each disclaim beneficial ownership of the Common Stock, except to the extent of their respective pecuniary interest in Fund V.

 

(b)

Percent of class:   

Based on information provided by the Company, there were 4,432,027 outstanding shares of Common Stock as of July 28, 2016.  Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 16.2% of the total number of outstanding shares of Common Stock.

 

(c)

Number of shares as to which the reporting person has:

Castle Creek Capital Partners V, LP

 

 

(i)

Sole power to vote or to direct the vote:

719,022

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:

719,022

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

 

Castle Creek Capital V LLC

 

 

(i)

Sole power to vote or to direct the vote:

719,022

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

9


 

 

 

(iii)

Sole power to dispose or to direct the disposition of:

719,022

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

 

John M. Eggemeyer

 

 

(i)

Sole power to vote or to direct the vote:
0

 

 

(ii)

Shared power to vote or to direct the vote:

719,022

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:

719,022

 

 

Mark G. Merlo

 

 

(i)

Sole power to vote or to direct the vote:
0

 

 

(ii)

Shared power to vote or to direct the vote:

719,022

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:

719,022

 

 

John T. Pietrzak

 

 

(i)

Sole power to vote or to direct the vote:
0

 

 

(ii)

Shared power to vote or to direct the vote:

719,022

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0

 

10


 

 

 

(iv)

Shared power to dispose or to direct the disposition of:

719,022

 

 

J. Mikesell Thomas

 

 

(i)

Sole power to vote or to direct the vote:
0

 

 

(ii)

Shared power to vote or to direct the vote:

719,022

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:

719,022

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

11


 

Item 10.

Certification.

 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

Dated:  August 3, 2016

 

CASTLE CREEK CAPITAL PARTNERS V, LP

 

 

By:

/s/ John M. Eggemeyer

Name:

John M. Eggemeyer

Title:

Managing Principal

 

 

CASTLE CREEK CAPITAL V LLC

 

 

By:

/s/ John M. Eggemeyer

Name:

John M. Eggemeyer

Title:

Managing Principal

 

 

JOHN M. EGGEMEYER

 

 

By:

/s/ John M. Eggemeyer

Name:

John M. Eggemeyer

 

 

 

MARK G. MERLO

 

 

 

 

By:

/s/ Mark G. Merlo

 

Name:

Mark G. Merlo

 

 

 

 

JOHN T. PIETRZAK

 

 

 

 

By:

/s/ John T. Pietrzak

 

Name:

John T. Pietrzak

 

 

 

 

J. MIKESELL THOMAS

 

 

 

 

By:

/s/ J. Mikesell Thomas

 

Name:

J. Mikesell Thomas

 

SIGNATURE PAGE TO SCHEDULE 13G (GUARANTY FEDERAL BANCSHARES, INC.)

 

12