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CUSIP No. 204157101
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Page 1 of 11 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 2
Under the Securities Exchange Act of 1934
COMMUNITY WEST BANCSHARES
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
204157101
(CUSIP Number)
Mr. John W. Palmer
PL Capital Advisors, LLC
750 Eleventh Street South
Suite 202
Naples, FL 34102
(239) 777-0187
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
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Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL 60654-5313
(312) 832-4549
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Peter D. Fetzer
Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202-5306
(414) 297-5596
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March 21, 2022
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ☐.
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CUSIP No. 204157101
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Page 2 of 11 Pages
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1
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NAME OF REPORTING PERSON
PL Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
628,667
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
628,667
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,667
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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*
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 204157101
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Page 3 of 11 Pages
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1
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NAME OF REPORTING PERSON
John W. Palmer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
628,667
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|||
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
628,667
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,667
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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*
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 204157101
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Page 4 of 11 Pages
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1
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NAME OF REPORTING PERSON
Richard J. Lashley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
628,667
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|||
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
628,667
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,667
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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*
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 204157101
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Page 5 of 11 Pages
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1
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NAME OF REPORTING PERSON
Martin P. Alwin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
2,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
2,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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*
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 204157101
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Page 6 of 11 Pages
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| Item 1. |
Security and Issuer
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This amended Schedule 13D relates to the common stock, no par value (“Common Stock”), of Community West Bancshares (the “Company”). The address of
the principal executive offices of the Company is 445 Pine Avenue, Goleta, California 93117.
| Item 2. |
Identity and Background
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| (a) |
This Schedule 13D is being filed jointly by (1) PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the Investment Advisers Act of 1940 (“PL Capital
Advisors”); (2) Richard J. Lashley, a managing member of PL Capital Advisors; (3) John W. Palmer, a managing member of PL Capital Advisors (PL Capital Advisors, Mr. Lashley, and Mr. Palmer, collectively, the “PL Reporting Persons”),
and (4) Martin P. Alwin, as these parties are deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by virtue of them coordinating their activities with
regard to the Company. The joint filing agreement of the PL Reporting Persons and Mr. Alwin is attached as Exhibit 1 hereto.
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| (b) |
The principal business address of the PL Reporting Persons and Mr. Alwin is 750 Eleventh Street South, Suite 202, Naples, FL 34102.
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| (c) |
The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (collectively, the “Clients”). The principal
occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. PL Capital Advisors has sole voting and dispositive power over the Common Stock held by the
Clients, which is deemed shared with the two Managing Members of PL Capital Advisors, and the Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days. The principal business of Mr. Alwin is
serving as a Senior Analyst for PL Capital Advisors.
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| (d)-(e) |
During the last five years, none of the PL Reporting Persons nor Mr. Alwin (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with respect at such laws.
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CUSIP No. 204157101
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Page 7 of 11 Pages
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| (f) |
Richard Lashley, John Palmer and Martin Alwin are citizens of the United States.
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| Item 3. |
Source and Amount of Funds or Other Consideration
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In aggregate, the PL Reporting Persons have voting and dispositive power over 628,667 shares of Common Stock of the Company acquired at an aggregate cost of
$6,367,877. The Clients hold 628,667 shares of Common Stock. Mr. Lashley, Mr. Palmer and PL Capital Advisors do not own any Common Stock directly but are deemed to beneficially own Common Stock held by the Clients. PL Capital Advisors disclaims
beneficial ownership of such Common Stock, except to the extent of its pecuniary interest therein.
Mr. Alwin has voting and dispositive power over 2,000 shares of Common Stock of the Company acquired at an aggregate cost of $27,301.
From time to time, the PL Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. on such firm’s usual terms and
conditions. All or part of the shares of Common Stock owned by the Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to the Clients. Such loans, if any,
generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no Clients have margin or other loans outstanding
secured by Common Stock. As of the date of this filing, Mr. Alwin has no margin or other loans outstanding secured by Common Stock.
| Item 4. |
Purpose of Transaction
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This is the PL Reporting Persons’ second amendment to their initial Schedule 13D (“Initial 13D”), and Mr. Alwin is being added to the filing, as the PL Reporting Persons and Mr. Alwin are deemed to
constitute a “group” for purposes of the Exchange Act by virtue of them coordinating their activities with regard to the Company.
The PL Reporting Persons own 7.3% of the Company in the aggregate and Mr. Alwin owns less than 0.1%, based upon the Company’s aggregate outstanding shares as of
October 29, 2021. The PL Reporting Persons and Mr. Alwin acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.
The PL Reporting Persons and Mr. Alwin intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company’s management and board. As
they deem necessary, the PL Reporting Persons and Mr. Alwin will assert their stockholder rights.
On October 5, 2021 a letter from John Palmer was sent to Marty Plourd, President, CEO and Director of Community West Bancshares regarding proposed changes to the Company’s corporate
governance. A copy was attached as Exhibit 2 to the first amendment to the Initial 13D. The Company never responded to this letter.
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CUSIP No. 204157101
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Page 8 of 11 Pages
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To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Exchange Act, and the regulations thereunder, the
PL Reporting Persons and Mr. Alwin have such a purpose. Unless otherwise noted in this amended Schedule 13D, no PL Reporting Person nor Mr. Alwin has any current plans or proposals, which relate to, or would result in, any of the matters referred to
in paragraphs (a) through (j), inclusive of Item (4) of Schedule 13D. The PL Reporting Persons and Mr. Alwin may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto,
including potentially, the acquisition of additional shares of Common Stock, seeking corporate governance changes or seeking representation on the board of directors of the Company. The PL Reporting Persons and Mr. Alwin currently do not intend to
purchase more than 9.999% of the Company’s outstanding Common Stock, but may reconsider this position, subject to applicable restrictions, and increase their aggregate holdings above 9.999% of the Company’s outstanding Common Stock. The PL Reporting
Persons and Mr. Alwin may dispose of any or all the shares of Common Stock which they hold on behalf of the Clients and themselves, as applicable.
Item 5. Interest in Securities of the Company
The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 8,616,186, reported as the number of
outstanding shares as of October 29, 2021, in the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021.
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share
the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients.
PL Capital Advisors made transactions in the Common Stock on behalf of the Clients within the past 60 days as noted below. Messrs. Palmer and Lashley did not
have any transactions in the Common Stock other than the transactions effected by PL Capital Advisors on behalf of the Clients.
PL Capital Advisors Transactions Common Stock
(a)-(b) See cover page.
| (c) |
On behalf of the Clients, PL Capital Advisors made the following purchases (and no sales) of Common Stock in the past sixty days:
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CUSIP No. 204157101
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Page 9 of 11 Pages
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Trade Date
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Number of Shares Purchased
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Price Per Share
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Where and How Transaction Effected
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3/21/2022
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24,753
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14.48
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Open Market Transaction
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03/18/2022
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19,378
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13.99
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Open Market Transaction
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03/17/2022
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30,069
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13.99
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Open Market Transaction
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03/17/2022
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10,551
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13.90
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Open Market Transaction
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03/09/2022
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13,000
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13.57
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Open Market Transaction
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Martin Alwin Transactions Common Stock
(a)-(b) See cover page.
| (c) |
On behalf of himself, Martin Alwin made the following purchases (and no sales) of Common Stock in the past sixty days:
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Trade Date
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Number of Shares Purchased
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Price Per Share
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Where and How Transaction Effected
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03/04/2022
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1,400
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13.67
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Open Market Transaction
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02/28/2022
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200
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13.26
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Open Market Transaction
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02/25/2022
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400
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13.80
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Open Market Transaction
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CUSIP No. 204157101
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Page 10 of 11 Pages
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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PL Capital Advisors is the investment manager on behalf of the Clients. Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority
to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement. PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients’ capital.
Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic
Fund, L.P., PL Capital/Focused Fund, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership. For serving as the general partner of these partnerships, PL Capital Advisors’ affiliates are entitled to an allocation of a portion of
net profits, if any, generated by the partnerships.
Mr. Alwin is a Senior Analyst with PL Capital Advisors. Mr. Alwin has no contractual or economic arrangements or understandings with PL Capital Advisors, Mr.
Palmer or Mr. Lashley with respect to the shares of Common Stock he owns.
| Item 7. |
Material to be Filed as Exhibits
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Exhibit No.
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Description
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1
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2
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* Previously filed.
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CUSIP No. 204157101
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Page 11 of 11 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: March 22, 2022
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PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
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By: /s/ John W. Palmer
John W. Palmer
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By: /s/ Richard J. Lashley
Richard J. Lashley
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By: /s/ Martin P. Alwin
Martin P. Alwin
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