CF Bankshares (CFBK) Form 4 CENTRAL FEDERAL / John Pietrzak ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pietrzak John

(Last) (First) (Middle)

C/O CENTRAL FEDERAL CORPORATION

7000 NORTH HIGH STREET

(Street)

WORTHINGTON OH 43085

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL FEDERAL CORP [ CFBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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 15346Q 400(1)	12/18/2019		A		1,650	A	$0	1,650	I	See footnote(2)
Common Stock 15346Q 400								531,299	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

Explanation of Responses:

1. Represents shares of common stock underlying restricted stock awards granted under the Central Federal Corporation 2019 Equity Incentive Plan, which are subject to vesting over a three-year period.

2. The restricted stock awards were issued to Castle Creek Advisors IV LLC ("Advisors IV"), on behalf of John Pietrzak in his capacity as a member of the Board of Directors of the Issuer. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest in Advisors IV, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The reporting person is a managing principal of Castle Creek Capital VII LLC, the general partner of Castle Creek Capital Partners VII, LP ("Fund VII"). Fund VII owns 531,299 shares of the Issuer's common stock. The reporting person disclaims beneficial ownership of such shares of common stock, except to the extent of his pecuniary interest in Fund VII, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/S/ JOHN PIETRZAK	12/20/2019
	** 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).
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