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PVFC Pvf Capital Corp. (MM)

4.17
0.00 (0.00%)
After Hours
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Pvf Capital Corp. (MM) NASDAQ:PVFC NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 4.17 0 01:00:00

- Statement of Changes in Beneficial Ownership (4)

18/03/2010 10:26pm

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ADAMS MARTY E
2. Issuer Name and Ticker or Trading Symbol

PVF CAPITAL CORP [ PVFC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

30000 AURORA ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/16/2010
(Street)

SOLON, OH 44139
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   3/16/2010     A (1)    126109   A $0   (1) 126209   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy)     (2) 3/16/2010     A      0         (3)   (3) Common Stock   0   $0   (1) 0   D    
Common Stock Warrants (right to buy)     (4) 3/16/2010     A      358808       3/16/2010   3/16/2015   Common Stock   358808   $0   (1) 358808   D    
Stock Option (Right to Buy)   $1.88                    12/22/2009   12/22/2019   Common Stock   25000     25000   D    

Explanation of Responses:
( 1)  Pursuant to the Exchange Agreement between the reporting person and PVF Capital Corp. (the "Company"), dated October 9, 2009, the reporting person transferred trust preferred securities issued by PVF Capital Trust II in the liquidation amount of $4.5 million to the Company for consideration consisting of 126,109 shares of common stock, warrants to purchase 358,808 shares of common stock (the "A Warrant") and $180,000 in cash. In addition, the reporting person received a warrant (the "B Warrant") that becomes exercisable in the event PVF Capital Corp. completes one or more public or private offerings of its common stock October 9, 2010. This transaction is exempt under Rule 16b-3(d).
( 2)  The exercise price for the shares underlying the B Warrant will be the lesser of (i) $4.00 per share; (ii) $2.14 per share; or (iii) if during the term of the warrants the Company sells shares of common stock in a public or private offering, the price at which shares are sold in that offering.
( 3)  The B Warrant becomes exercisable in the event PVF Capital Corp. completes one or more public or private offerings of its common stock by October 9, 2010. The B Warrant will give the reporting person the right to acquire additional shares of common stock so that the total number of shares he could acquire under the A Warrant and the B Warrant would entitle him to purchase an aggregate of 2.205% of the Company's common stock outstanding following the offering or offerings completed during that one-year period.
( 4)  The exercise price for the shares underlying the A Warrant will be the lesser of (i) $4.00 per share; (ii) $2.14 per share; or (iii) if during the term of the warrants the Company sells shares of common stock in a public or private offering, the price at which shares are sold in that offering.

Remarks:
adams-poa.TXT

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ADAMS MARTY E
30000 AURORA ROAD
SOLON, OH 44139
X



Signatures
Joel E. Rappoport, Attorney-in-Fact 3/18/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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