Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

 (Amendment No. 2) 

(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)

 

Carver Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

146875604

(CUSIP Number)

 

Gregory Lewis

Dream Chasers Capital Group LLC

26 Broadway, 8^th Floor

New York, New York 10004

917-969-2814

 

With a copy to:

 

Drew G.L. Chapman

Hamilton Clarke LLP

48 Wall Street

New York, New York 10005

 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 12, 2024

 

(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 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.

 

*	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. 146875604

Page 1

 

 

1	NAME OF REPORTING PERSON Dream Chasers Capital Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x  (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
Number of shares beneficially owned by each reporting person with	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 150,300
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 200
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%*
14	TYPE OF REPORTING PERSON CO

 

* All percentage calculations set forth herein are based upon the aggregate of 5,140,872 shares of Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on October 31, 2024.

 

CUSIP No. 146875604

Page 2

 

 

1	NAME OF REPORTING PERSON Gregory Antonius Lewis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x  (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 0
	8	SHARED VOTING POWER 150,300
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 200
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%*
14	TYPE OF REPORTING PERSON IN

 

* All percentage calculations set forth herein are based upon the aggregate of 5,140,872 shares of Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on October 31, 2024.

 

CUSIP No. 146875604

Page 3

 

 

1	NAME OF REPORTING PERSON Shawn Paul Herrera
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x  (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 0
	8	SHARED VOTING POWER 81,100
	9	SOLE DISPOSITIVE POWER 81,100
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%*
14	TYPE OF REPORTING PERSON IN

 

* All percentage calculations set forth herein are based upon the aggregate of 5,140,872 shares of Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on October 31, 2024.

 

CUSIP No. 146875604

Page 4

 

 

1	NAME OF REPORTING PERSON Kevin Scott Winters
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x  (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 0
	8	SHARED VOTING POWER   69,000
	9	SOLE DISPOSITIVE POWER 69,000
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%*
14	TYPE OF REPORTING PERSON IN

 

* All percentage calculations set forth herein are based upon the aggregate of 5,140,872 shares of Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on October 31, 2024.

 

CUSIP No. 146875604

Page 5

 

 

1	NAME OF REPORTING PERSON Jeffrey John Bailey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x  (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 98,274
	8	SHARED VOTING POWER  161,2001
	9	SOLE DISPOSITIVE POWER 98,274
	10	SHARED DISPOSITIVE POWER 161,200
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 259,4742
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%*
14	TYPE OF REPORTING PERSON IN

* All percentage calculations set forth herein are based upon the aggregate of 5,140,872 shares of Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on October 31, 2024.

 

 

¹ Jointly owned with wife, Michelle Bailey.

² Includes 161,200 shares owned jointly with wife, Michelle Bailey.

 

CUSIP No. 146875604

Page 6

 

 

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D originally filed by the Reporting Persons on October 22, 2024, as amended by Amendment No. 1 that was filed with the SEC on November 4, 2024 (together, the “Original Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.

 

ITEM 1.      SECURITY AND ISSUER

 

Item 1 is hereby amended and restated to read as follows:

 

This statement on Schedule 13D (“Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Carver Bancorp, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 75 West 125^th Street, New York, NY 10027. This Schedule 13D amends, supersedes and replaces entirely any and all Schedule 13Ds previously filed by any of the Reporting Persons with respect to the Issuer.

 

The Reporting Persons (as defined below) each beneficially owns an aggregate of 409,774 shares of Common Stock. These shares represent approximately 7.97% of the outstanding shares of Common Stock.

 

ITEM 5.      INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 is hereby amended and restated to read as follows:

 

The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon 5,140,872 Shares issued and outstanding as of October 15, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 31, 2024.

 

A.

Dream Chasers

 

(a)

Dream Chasers beneficially owns 150,300 Shares.

 

Percentage: Approximately 2.9%

 

(b)

1.

Sole power to vote or direct vote: 0

 

2.

Shared power to vote or direct vote: 150,300

 

3.

Sole power to dispose or direct the disposition: 0

 

4.

Shared power to dispose or direct the disposition: 200

 

(c)

Dream Chasers has not entered into any transactions in Shares during the past 60 days.

 

Mr. Lewis, as the sole manager of Dream Chasers, may be deemed to have the shared power to vote or direct the vote of all of the Shares of Dream Chasers, Mr. Herrera and Mr. Winters.

 

B.

Herrera

 

(a)

Herrera beneficially owns 81,100 Shares.

 

Percentage: Approximately 1.6%

 

(b)

1.

Sole power to vote or direct vote: 0

 

2.

Shared power to vote or direct vote: 0

 

CUSIP No. 146875604

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3.

Sole power to dispose or direct the disposition: 81,100

 

4.

Shared power to dispose or direct the disposition: 0

 

(c)

Herrera purchased 4,000 in open market transactions during the past 60 days on September 11, 2024 for an average price per Share of $1.90.

 

C.

Winters

 

(a)

Winters beneficially owns 69,000 Shares.

 

Percentage: Approximately 1.3%

 

(b)

1.

Sole power to vote or direct vote: 0

 

2.

Shared power to vote or direct vote: 69,000

 

3.

Sole power to dispose or direct the disposition: 69,000

 

4.

Shared power to dispose or direct the disposition: 0

  

(c)

Winters sold a total of 88,000 Shares during the past 60 days on December 10, 2024 for a purchase price of $1.82 per Share plus an amount equal to 50% of the net proceeds derived from any sale or other transfer above $1.82 per Share, payable upon the sale of those Shares by the transferee.

 

D.

Bailey

 

(a)

Bailey beneficially owns 259,474 Shares3, of which 161,200 Shares are jointly owned with his wife.

 

Percentage: Approximately 5.0%

 

(b)

1.

Sole power to vote or direct vote: 98,274

 

2.

Shared power to vote or direct vote: 161,200

 

3.

Sole power to dispose or direct the disposition: 98,274

 

4.

Shared power to dispose or direct the disposition: 161,200

 

(c)

Bailey has not entered into any transactions in Shares during the past 60 days.

  

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

 

³ Bailey has entered into a Proxy and Power of Attorney that grants full voting and investment discretion over 98,800 Shares to Garrett Kyle Bailey. In total, Bailey owns an aggregate of 358,274 Shares, however beneficially owns for purposes of Section 13(d) 259,474 Shares.

 

CUSIP No. 146875604

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(d)

Other than as set forth in Item 3, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, Shares.

 

(e)

Not applicable.

 

Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person’s pecuniary interest therein.

 

ITEM 6.      CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Item 6 is hereby amended and restated to read by inserting the following paragraph as a new paragraph five, as follows:

 

Winters entered into a Stock Transfer Agreement dated December 10, 2024 with Mathew Bradbury pursuant to which he transferred 88,000 shares of Common Stock. The purchase price payable thereunder is payable upon the sale of any of those shares by the transferee in the amount of $1.82 per share plus an amount equal to 50% of the net proceeds derived from any sale or other transfer above $1.82 per share.

 

ITEM 7.      MATERIAL TO BE FILED AS AN EXHIBIT

 

Item 7 is hereby amended and restated to read as follows:

 

Exhibit 99.1	Joint Filing Agreement among the Reporting Persons as of October 21, 2024.
Exhibit 99.2	Power of Attorney with respect to this Schedule 13D and any amendments hereafter.
Exhibit 99.3	Proxy and Power of Attorney among Herrera, Winters, and Dream Chasers dated as of November 1, 2024.
Exhibit 99.4	Proxy and Power of Attorney between Jeffrey Bailey and Garrett Kyle Bailey effective as of June 1, 2024.
Exhibit 99.5	Stock Transfer Agreement between Kevin Winters and Mathew Bradbury dated as of December 10, 2024.

 

CUSIP No. 146875604

Page 9

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: December 12, 2024 

 

	DREAM CHASERS CAPITAL GROUP LLC
	By:	/s/  Gregory Antonius Lewis
		Name:  Gregory Lewis
		Title:    Managing Member
	GREGORY ANTONIUS LEWIS
	By:	/s/  Gregory Antonius Lewis
	Name:  Gregory Antonius Lewis
	SHAWN PAUL HERRERA
	By:	/s/  Shawn Paul Herrera
	Name:  Shawn Paul Herrera

 

	KEVIN SCOTT WINTERS
	By:	/s/  Kevin Scott Winters
	Name:  Kevin Scott Winters
	JEFFREY JOHN BAILEY
	By:	/s/  Jeffrey John Bailey
	Name: Jeffrey John Bailey

 

CUSIP No. 146875604

Page 10

 

 

Exhibit		Description
Exhibit 99.1		Joint Filing Agreement among the Reporting Persons as of October 21, 2024.
Exhibit 99.2		Power of Attorney with respect to this Schedule 13D and any amendments hereafter.
Exhibit 99.3		Proxy and Power of Attorney among Herrera, Winters, and Dream Chasers dated as of November 1, 2024.
Exhibit 99.4		Proxy and Power of Attorney between Jeffrey Bailey and Garrett Kyle Bailey effective as of June 1, 2024.
Exhibit 99.5		Stock Transfer Agreement between Kevin Winters and Mathew Bradbury dated as of December 10, 2024.

  

CUSIP No. 146875604

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Exhibit 99.5

 

STOCK TRANSFER AGREEMENT

 

THIS STOCK TRANSFER AGREEMENT (the “Agreement”) is made and entered into this 10^th day of December, 2024, by and among MATHEW J. BRADBURY (“Transferee”) and KEVIN SCOTT WINTERS (“Transferor”).

 

W I T N E S S E T H :

 

WHEREAS, Transferor desire to transfer to Transferee and Transferee desires to receive from Transferor 88,000 shares (each, a “Share” and collectively, the “Shares”) of common stock of Carver Bancorp, Inc. (“Company”), under the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.       Transfer and Purchase Price. (a) Transferor hereby transfers to Transferee and Transferee hereby agrees to receive from Transferor all of Transferor’s right, title and interest in and to the Shares for the purchase price set forth below (the “Purchase Price”) and other good and valuable consideration.

 

(b)       The Purchase Price per Share payable by the Transferee to the Transferor, which shall be payable solely upon and no later than five (5) days following the sale or other transfer of any of the Shares by Transferee, by wire transfer of immediately available funds to an account designated by Transferor, shall be an amount equal to the sum of:

 

(i) $1.82 per Share; and

 

(ii) 50% of the net amount (after reasonable commissions) derived by the Transferee on the sale or other transfer of a Share in excess of $1.82 per Share.

 

2.       Closing. The closing (the “Closing”) will take place through delivery of the Shares via a DTC-book entry transfer from the account of Transferor to the account of Transferee in a transaction initiated on December 10, 2024.

 

3.       Representations and Warranties of Transferor. Transferor hereby represents and warrants to Transferee as follows:

 

(a)       Authority. Transferor has all necessary power and authority to enter into this Agreement and to transfer the Shares to the Transferee, to consummate the transactions contemplated hereby and to perform their obligations hereunder. This Agreement has been duly and validly executed and delivered by Transferor and constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with its terms.

 

 

 

(b)       Title. Transferor is the lawful record and beneficial owner of the Shares to be sold hereunder, free and clear of any security interest, claim, lien, pledge, option, encumbrance or restriction (on transferability or otherwise) whatsoever in law or in equity, and the delivery of the Shares in the manner set forth in Section 2 above will convey to Transferee lawful, valid and indefeasible title thereto, free and clear of any security interest, claim, lien, pledge, option, encumbrance or restriction whatsoever.

 

(c)       Approval of Company; Consent. To the best of Transferor’s knowledge, no consent, waivers, approval, registration or authorization of the Company or any governmental authority is required in connection with the execution and delivery of this Agreement or the Shares or the consummation of the transactions contemplated hereby.

 

6.       Representation and Warranties of Transferee. Transferee represents and warrants that it has full right and authority to purchase the Shares from Transferor.

 

7.       Indemnity. From and after the Closing, Transferor shall indemnify and hold harmless, Transferee in respect to any and all Damages that Transferee may incur by reason of a breach or alleged breach by Transferor of any representation, warranty, covenant or agreement of Transferor contained herein. As used in this Section, the term “Damages” means any loss, expense, liability or other damage, including, without limitation, reasonable attorneys’ fees, accountant’s fees, and all other reasonable costs and expenses of litigation, investigation, defense or settlement of claims (including costs of all appeals related thereto), or threats thereof in amounts paid in settlement.

 

8.       Survival of Representations. All representations, warranties, agreements, covenants and obligations herein are material, and shall be deemed to have been relied upon by the other party, and shall, for a period of one year, survive the Closing and continue in full force and effect following the Closing and not merge in the performance of any obligation by any party hereto.

 

9.       Entire Agreement. This Agreement (together with any other documents and instruments referred to herein) constitutes the entire agreement among the parties hereto with respect to the transactions contemplated and supersedes all prior agreements, understandings, and negotiations, both written and oral, among the parties with respect thereto.

 

10.       Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without reference to its conflict-of-laws rules.

 

11.       Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one of such counterparts.

 

12.       Amendments. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding unless executed in writing by the party to be bound thereby.

 

 

 

13.       Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity other than the parties hereto and their affiliates, successors or assigns, any rights or remedies under or by reason of this Agreement.

 

[Signature Page Follows]

 

 

 

Signature Page for Stock Transfer Agreement

 

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

 

	TRANSFEREE:
	/s/
	MATHEW BRADBURY, an individual
	TRANSFEROR:
	/s/
	KEVIN SCOTT WINTERS, an individual

 

 

 

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