SC 13G 1 d478117dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Community Financial Shares, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

20366P100

(CUSIP Number)

December 21, 2012

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP No. 20366P100  

 

  (1)   

Name of reporting persons

 

Cultivate, LLC

  (2)  

Check the appropriate box if a member of a group (See Instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

   (6)   

Shared voting power

 

    400,000(1)

   (7)   

Sole dispositive power

 

    0

   (8)   

Shared dispositive power

 

    400,000(1)

  (9)  

Aggregate amount beneficially owned by each reporting person

 

     400,000(1)

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (See Instructions)

 

    ¨

(11)  

Percent of class represented by amount in Row (9)

 

    6.71%(2)

(12)  

Type of reporting person (See Instructions)

 

    PN

 

(1) Includes 300,000 shares of common stock issuable upon conversion of shares of the Issuer’s Series C Convertible Noncumulative Perpetual Preferred Stock ( “Series C Preferred Stock”).
(2) Based on 5,560,567 shares of common stock issued and outstanding as of December 21, 2012 plus 400,000 shares of common stock issuable upon conversion of shares of Series C Preferred Stock.

CUSIP No. 20366P100  

 

  (1)   

Name of reporting persons

 

Michael T. Keough

  (2)  

Check the appropriate box if a member of a group (See Instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

    0

   (6)   

Shared voting power

 

    400,000(1)

   (7)   

Sole dispositive power

 

    0

   (8)   

Shared dispositive power

 

    400,000(1)

  (9)  

Aggregate amount beneficially owned by each reporting person

 

     400,000(1)

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (See Instructions)

 

    ¨

(11)  

Percent of class represented by amount in Row (9)

 

    6.71%(2)

(12)  

Type of reporting person (See Instructions)

 

    OO

 

(1) Represents 300,000 shares of common stock issuable upon conversion of shares of Series C Preferred Stock.
(2) Based on 5,560,567 shares of common stock issued and outstanding as of December 21, 2012 plus 300,000 shares of common stock issuable upon conversion of shares of Series C Preferred Stock.

SCHEDULE 13G

 

Item 1(a)

    Name of Issuer.
   Community Financial Shares, Inc. (the “Issuer”)

Item 1(b)

    Address of Issuer’s Principal Executive Offices.
   357 Roosevelt Road
   Glen Ellyn, Illinois 60137

Item 2(a)

    Name of Person Filing
  
   Cultivate LLC, a Delaware limited liability company and Michael T. Keough, an individual.

Item 2(b)

    Address of Principal Business Office, or, if none, Residence.
   For each of Cultivate LLC and Michael T. Keough:
   958 E. Circle Drive
   Whitefish Bay, WI 53217

Item 2(c)

    Citizenship or Place of Organization.
   Cultivate LLC – Delaware
   Michael T. Keough – Wisconsin

Item 2(d)

    Title of Class of Securities.
   Common stock, no par value per share, of the Issuer (the “Common Stock”)

Item 2(e)

    CUSIP Number.
   20366P100

Item 3

    Reporting Person.
   If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
   (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
   (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
   (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
   (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
   (e)    ¨    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
   (f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
   (g)    ¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
   (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
   (i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

   (j)    ¨    A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
   (k)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(K).
   If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______.
Item 4    Ownership
   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   (a) Amount Beneficially Owned:
   Michael T. Keough and Cultivate LLC each may be deemed to beneficially own 400,000 shares of Common Stock.
   (b) Percent of Class:
   6.71%
   (c) Number of shares as to which the person has:
   Cultivate LLC
  

(i) Sole power to vote or to direct the vote: 0.

 

(ii) Shared power to vote or to direct the vote: 400,000.

 

(iii) Sole power to dispose or to direct the disposition of: 0.

 

(iv) Shared power to dispose or to direct the disposition of: 400,000.

   Michael T. Keough
  

(i) Sole power to vote or to direct the vote: 0.

 

(ii) Shared power to vote or to direct the vote: 400,000.

 

(iii) Sole power to dispose or to direct the disposition of: 0.

 

(iv) Shared power to dispose or to direct the disposition of: 400,000.

Item 5    Ownership of Five Percent or Less of a Class.
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨
Item 6    Ownership of More than Five Percent on Behalf of Another Person.
   No other person has the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
   Not applicable.
Item 8    Identification and Classification of Members of the Group.
  

Not applicable.

Item 9    Notice of Dissolution of Group.
   Not applicable.
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.

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.

Dated: January 31, 2013

CULTIVATE LLC

 

By:  

/s/ Michael T. Keough

Title:  

Sole Member

/s/ Michael T. Keough

Michael T. Keough

JOINT FILING AGREEMENT

The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Community Financial Shares, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. It is understood and agreed that the joint filing of the Schedule 13G shall not be construed as an admission that the persons named herein constitute a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934, nor is a joint venture for purposes of the Investment Company Act of 1940.

Dated: January 31, 2013

 

CULTIVATE LLC
By:  

/s/ Michael T. Keough

Its:   Sole Member

/s/ Michael T. Keough

Michael T. Keough