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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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CF BANKSHARES INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
12520L109 (CUSIP Number) |
Deborah Sykes 11682 El Camino Real, Suite 320, San Diego, CA, 92130 858-756-8300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/01/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 12520L109 |
| 1 |
Name of reporting person
Castle Creek Capital Partners VII, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
565,336.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.
SCHEDULE 13D
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| CUSIP No. | 12520L109 |
| 1 |
Name of reporting person
Castle Creek Capital VII LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
565,336.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
CF BANKSHARES INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
4960 E. Dublin Granville Road, Suite #400, Columbus,
OHIO
, 43081. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") amends and supplements the Schedule 13D filed on December 24, 2019 (the "Original Schedule 13D", and as amended by Amendment No. 1 filed on March 31, 2020, Amendment No. 2 filed on June 1, 2020, Amendment No. 3 filed on November 26, 2024, Amendment No. 4 filed on December 3, 2024, Amendment No. 5 filed on December 12, 2024, Amendment No. 6 filed on May 14, 2025, and Amendment No. 7 filed on May 22, 2025, the "Schedule 13D") with the U.S. Securities and Exchange Commission (the "SEC"), relating to the shares of common stock, par value $0.01 per share ("Voting Common Stock"), of CF Bankshares Inc. (formerly known as Central Federal Corporation) (the "Issuer" or the "Company"). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 8 that are not otherwise defined herein have the meanings attributed to them in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
Between May 21, 2025 and July 1, 2025 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 74,080 shares of Voting Common Stock for proceeds of $1,781,173.19, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, and after giving effect to the exchange of 360,400 shares of Non-Voting Common Stock previously held by Fund VII into an equal number of shares of Voting Common Stock on May 21, 2025, Fund VII owns 434,898 shares of Voting Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented as follows:
Fund VII is deemed to beneficially own 565,336 shares of the Voting Common Stock, which represents approximately 9.9%* of the Voting Common Stock. Such number of shares of Voting Common Stock includes (i) the 434,898 shares of Voting Common Stock held by Fund VII and (ii) the maximum number of shares (i.e., 130,438 shares) of Voting Common Stock issuable to Fund VII and its affiliates upon conversion of the Non-Voting Common Stock held by Fund VII taking into consideration the Ownership Cap. Such number of shares of Voting Common Stock excludes 693,162 shares of Non-Voting Common Stock. Since Fund VII does not presently, and will not within the next 60 days, have the right to acquire Voting Common Stock in respect of such Non-Voting Common Stock (due in part to the Ownership Cap), those underlying shares are not included in the amount reported herein.
*This calculation is based on 5,710,468 shares of Voting Common Stock of the Company outstanding, which was calculated based on (i) 5,219,630 shares of Voting Common Stock outstanding as of May 8, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025, (ii) increased by the 360,400 shares of Voting Common Stock issued to Fund VII upon conversion of an equal number of shares of Non-Voting Common Stock on May 21, 2025, and (iii) increased by the 130,438 shares of Voting Common Stock that would be issued to Fund VII upon conversion of the maximum number of shares of Non-Voting Common Stock permitted in light of the Ownership Cap. | |
| (b) | Fund VII has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 565,336 shares of Voting Common Stock described above with CCC VII. CCC VII disclaims beneficial ownership of the Voting Common Stock beneficially owned by Fund VII, except to the extent of its pecuniary interest therein. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except as previously disclosed in the Schedule 13D, Fund VII has engaged in the following open market, broker-assisted transactions with respect to the Voting Common Stock during the last 60 days through the date of the event which requires filing of this Schedule 13D:
(i) 6,525 shares of Voting Common Stock sold on May 21, 2025 at a weighted average price of $24.00 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.05 per share, inclusive); (ii) 9,668 shares of Voting Common Stock sold on May 22, 2025 at a weighted average price of $24.01 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.10 per share, inclusive); (iii) 3,918 shares of Voting Common Stock sold on May 23, 2025 at a weighted average price of $24.00 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.01 per share, inclusive); (iv) 24,600 shares of Voting Common Stock sold on May 27, 2025 at a weighted average price of $24.08 per share (in multiple open market, broker-assisted transactions ranging from $24.03 to $24.25 per share, inclusive); (v) 774 shares of Voting Common Stock sold on May 28, 2025 at a weighted average price of $24.03 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.085 per share, inclusive); (vi) 166 shares of Voting Common Stock sold on May 29, 2025 at a price of $24.00 per share; (vii) 320 shares of Voting Common Stock sold on May 30, 2025 at a price of $24.00 per share; (viii) 182 shares of Voting Common Stock sold on June 3, 2025 at a price of $24.00 per share; (ix) 26 shares of Voting Common Stock sold on June 6, 2025 at a price of $24.00 per share; (x) 5,630 shares of Voting Common Stock sold on June 30, 2025 at a weighted average price of $24.00 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.02 per share, inclusive); and (xi) 22,271 shares of Voting Common Stock sold on July 1, 2025 at a weighted average price of $24.15 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.415 per share, inclusive). | |
| 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.
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