SC 13G/A 1 p14-0576sc13ga.htm STIEVEN FINANCIAL INVESTORS, L.P.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)
 

Porter Bancorp, Inc.

(Name of Issuer)
 

Common Stock, no par value

(Title of Class of Securities)
 

736233107

(CUSIP Number)
 

December 31, 2013

(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)
 
(Page 1 of 15 Pages)

 

______________________________

*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. 73623310713G/APage 2 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stieven Financial Investors, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

-0-

6

SHARED VOTING POWER

0 shares of Common Stock

Warrants to purchase 194,022 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

0 shares of Common Stock

Warrants to purchase 194,022 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Common Stock

Warrants to purchase 194,022 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 73623310713G/APage 3 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stieven Financial Offshore Investors, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

0 shares of Common Stock

Warrants to purchase 34,239 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

0 shares of Common Stock

Warrants to purchase 34,239 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Common Stock

Warrants to purchase 34,239 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.3%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 73623310713G/APage 4 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stieven Capital GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

-0-

6

SHARED VOTING POWER

0 shares of Common Stock

Warrants to purchase 194,022 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

0 shares of Common Stock

Warrants to purchase 194,022 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Common Stock

Warrants to purchase 194,022 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 73623310713G/APage 5 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stieven Capital Advisors, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

-0-

6

SHARED VOTING POWER

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

 

 
CUSIP No. 73623310713G/APage 6 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stieven Capital Advisors GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

-0-

6

SHARED VOTING POWER

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 73623310713G/APage 7 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Joseph A. Stieven

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 73623310713G/APage 8 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stephen L. Covington

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 73623310713G/APage 9 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Daniel M. Ellefson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Common Stock

Warrants to purchase 228,261 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 
CUSIP No. 73623310713G/APage 10 of 14 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Porter Bancorp, Inc. (the “Company”).

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company’s principal executive offices are located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223

 

Item 2(a). NAME OF PERSON FILING

 

  This statement is filed by:
   
  (i) Stieven Financial Investors, L.P., a Delaware limited partnership (“SFI”), with respect to the shares of Common Stock and warrants beneficially owned by it;
   
  (ii) Stieven Financial Offshore Investors, Ltd., a Cayman Islands exempted company (“SFOI”), with respect to the shares of Common Stock and warrants beneficially owned by it;
     
  (iii) Stieven Capital GP, LLC, a limited liability company organized under the laws of the State of Delaware (“SFIGP”), as the general partner of SFI, with respect to the shares of Common Stock and warrants beneficially owned by SFI;
     
  (iv) Stieven Capital Advisors, L.P., a Delaware limited partnership (“SCA”), which serves as the investment manager to SFI and SFOI, with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;
     
  (v) Stieven Capital Advisors GP, LLC, a Delaware limited liability company (“SCAGP”), which serves as the general partner of SCA, with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;
     
  (vi) Joseph A. Stieven (“Mr. Stieven”), as managing member of SCAGP and SFIGP and Chief Executive Officer of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;
     
  (vii) Stephen L. Covington (“Mr. Covington”), as and managing director of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI; and
     
  (viii) Daniel M. Ellefson (“Mr. Ellefson”), as managing director of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI.
   
 

The foregoing persons are hereinafter collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

 
CUSIP No. 73623310713G/APage 11 of 14 Pages

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 12412 Powerscourt Drive, Suite 250, St. Louis, Missouri 63131.

 

Item 2(c). CITIZENSHIP
   
  SFI and SCA are limited partnerships organized under the laws of the State of Delaware.  SFOI is a Cayman Islands exempted company. SFIGP and SFAGP are limited liability companies organized under the laws of the State of Delaware.  Messrs. Stieven, Covington and Ellefson are citizens of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, no par value (the “Common Stock”)

 

Item 2(e). CUSIP NUMBER
   
  736233107

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    
 
CUSIP No. 73623310713G/APage 12 of 14 Pages

 

Item 4. OWNERSHIP
   
  The figures used to calculate beneficial ownership are calculated based upon the 12,846,668 shares of Common Stock outstanding as of October 31, 2013 as reflected in the Form 10-Q filed by the Company on November 13, 2013.
   
  The information required by Items 4(a)-(c) is set forth in rows 5-11 for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

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 5 percent of the class of securities, check the following [X]

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

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

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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.

 

 
CUSIP No. 73623310713G/APage 13 of 14 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2014

 

  STIEVEN FINANCIAL INVESTORS, L.P.
   
  By: Stieven Capital GP, LLC
its general partner
   
  /s/ Joseph A. Stieven
  Name: Joseph A. Stieven
  Title: Managing Member
   
   
  STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.
   
  /s/ Christine Fletcher
  Name: Christine Fletcher
  Title: Director
   
   
  STIEVEN CAPITAL GP, LLC
   
  /s/ Joseph A. Stieven
  Name: Joseph A. Stieven
  Title: Managing Member
   
   
  STIEVEN CAPITAL ADVISORS, L.P.
   
  By: Stieven Capital Advisors GP, LLC
its general partner
   
  /s/ Joseph A. Stieven
  Name: Joseph A. Stieven
  Title: Managing Member
   
   
  STIEVEN CAPITAL ADVISORS GP, LLC
   
  /s/ Joseph A. Stieven
  Name: Joseph A. Stieven
  Title: Managing Member
   
       

 

 
CUSIP No. 73623310713G/APage 14 of 14 Pages

 

  JOSEPH A. STIEVEN
   
  /s/ Joseph A. Stieven
  JOSEPH A. STIEVEN, individually
   
   
  STEPHEN L. COVINGTON
   
  /s/ Stephen L. Covington
  STEPHEN L. COVINGTON, individually
   
   
  DANIEL M. ELLEFSON
   
  /s/ Daniel M. Ellefson
  DANIEL M. ELLEFSON, individually