SEC Form SC 13D/A filed by Community West Bancshares (Amendment)

CUSIP No. 204157101

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 5

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Mr. John W. Palmer

PL Capital Advisors, LLC

750 Eleventh Street South

Suite 202

Naples, FL 34102

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with copies to -

(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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This amendment reflects, among other things, that the PL Capital Reporting Persons and Mr. Alwin (as defined below) no longer hold more than five percent of the Common Stock (as defined below) of Community West Bancshares (the “Company”). The ownership of the PL Capital Reporting Person went below five percent due to the merger of the Company with and into Central Valley Community Bancorp, a California corporation (“Central Valley”), with Central Valley surviving the merger.  As a result of the merger, the PL Capital Reporting Persons’ ownership went below five percent, and this ownership now reflects ownership in Central Valley as the entity surviving the merger.  References to the “Company” herein refer to Community West Bancshares or Central Valley Community Bancorp as the survivor of the merger, as applicable.

 

Therefore, the PL Capital Reporting Persons and Mr. Alwin are no longer required to file a Schedule 13D to report their holdings of Common Stock, and upon the filing of this amendment, the PL Capital Reporting Persons and Mr. Alwin, will cease to mandatorily report their holdings of Common Stock on Schedule 13D as long as their holdings do not exceed 5%.

This amended Schedule 13D relates to the common stock, no par value (“Common Stock”), of Community West Bancshares.  The address of the principal executive offices of the Company is 7100 North Financial Drive Fresno, CA 93720.

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Reporting Persons have voting and dispositive power over 425,551 shares of Common Stock of the Company acquired at an aggregate cost of $5,276,804.  The Clients hold 425,551 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.  The PL Reporting Persons disclaim beneficial ownership of such Common Stock, except to the extent of their pecuniary interest therein.

Mr. Alwin has voting and dispositive power over 3,307 shares of Common Stock acquired at an aggregate cost of $58,671.

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.

This is the PL Reporting Persons’ fifth and final amendment to their Initial 13D.  Mr. Alwin is part of 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.

On February 8, 2024, Community West Bancshares held a special meeting of shareholders (the “Special Meeting”) in connection with the Agreement and Plan of Reorganization and Merger, dated as of October 10, 2023 (the “Merger Agreement”), by and between the Company and Central Valley Community Bancorp, a California corporation, and the transactions contemplated by the Merger Agreement, including the merger of the Company with and into Central Valley, with Central Valley surviving the merger (the “Merger”).  At the Special Meeting, the shareholders of the Company approved the Merger.  The Merger was consummated on April 1, 2024. 

The PL Reporting Persons beneficially own 2.3% of the Company in the aggregate and Mr. Alwin directly owns less than 0.1%, based upon the Company’s aggregate outstanding shares as of April 1, 2024.  The PL Reporting Persons and Mr. Alwin acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.

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. The PL Reporting Persons and Mr. Alwin may also 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 PL Capital Advisors estimate of the number of shares of Common Stock, 18,870,214, outstanding as of April 1, 2024, the effective date of the Merger.

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.

John Palmer, Richard Lashley and Martin Alwin did not have any transactions in the Common Stock within the past 60 days.

(a)-(b) See cover page.

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.

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* Previously filed.

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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:  April 5, 2024