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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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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 Castle Creek Capital Partners VII LP, 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) |
05/12/2025 (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)
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| 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
543,565.00 | ||||||||
| 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:
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
543,565.00 | ||||||||
| 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:
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:
C/O CFBANK, 4960 EAST DUBLIN GRANVILLE RD, SUITE 400, Columbus,
OHIO
, 43081. | |
Item 1 Comment:
This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") 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 and Amendment No. 5 filed on December 12, 2024, 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. 6 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 December 11, 2024 and May 12, 2025 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 53,017 shares of Voting Common Stock for proceeds of $1,324,836.26, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, Fund VII owns 272,632 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 543,565 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 272,632 shares of Voting Common Stock held by Fund VII and (ii) the maximum number of shares (i.e., 270,933 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 913,067 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 5,490,563 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, and (ii) increased by the 270,933 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 543,565 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) 27,238 shares of Voting Common Stock sold on May 8, 2025 at a weighted average price of $24.00 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.00, inclusive); (ii) 230 shares of Voting Common Stock sold on May 9, 2025 at a weighted average price of $24.03 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.07, inclusive); and (iii) 5,328 shares of Voting Common Stock sold on May 12, 2025 at a weighted average price of $24.07 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.14, 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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