Amendment: SEC Form SC 13D/A filed by Carver Bancorp Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 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).

* 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.

* 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.

* 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.

* 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.

* 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.

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.

Percentage: Approximately 2.9%

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.

Percentage: Approximately 1.6%

Percentage: Approximately 1.3%

Percentage: Approximately 5.0%

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.

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:

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