SEC Form SC 13G filed by BankFinancial Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

(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)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒Rule 13d-1(c)

☐ Rule 13d-1(d)

The Reporting Persons (as defined below) has reduced its percentage ownership in BankFinancial Corporation below 5% ownership and will no longer file a Schedule 13G with respect to BankFinancial Corporation unless additional transactions bring the Reporting Persons’ percentage ownership over 5.0%.

BankFinancial Corporation

60 North Frontage Road, Burr Ridge, IL 60527

This Schedule 13G 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; and (3) John W. Palmer, a managing member of PL Capital Advisors (collectively, the “Reporting Persons”).

The business address of PL Capital Advisors, LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 750 Eleventh Street South, Suite 202, Naples, FL 34102.

All of the individuals who are members of the PL Capital Advisors are citizens of the United States.

Common Stock

06643P104

N/A

Item 4.                    Ownership:

The following list sets forth the aggregate number and percentage (based on 12,922,174 shares of Common Stock outstanding as of October 26, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2022) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2(a):

This statement reports the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities [X].

Item 6.                   Ownership of More than Five Percent on Behalf of Another Person:

PL Capital Advisors manages the assets of various advisory clients who have the right to receive dividends from, or the proceeds from the sale of, the securities described herein.

N/A

Item 8.                  Identification and Classification of Members of the Group:

See Item 2(a) above.

Item 9.                  Notice of Dissolution of Group:

N/A

Item 10.                Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

List of Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date:  February 13, 2023.