UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
PVF CAPITAL CORP.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities
693654 105
(CUSIP Number)
JOHN R. MALE
PVF CAPITAL CORP.
30000 AURORA ROAD, SOLON, OHIO 44139
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 13, 2008
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box ?.
/CUSIP NO. 693654 105/
SCHEDULE 13D/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN R. MALE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER 515,635 (1)
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER 11,237
REPORTING
PERSON -------------------------------------------------------
WITH
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9 SOLE DISPOSITIVE POWER 479,197
10 SHARED DISPOSITIVE POWER 47,675
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,872
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77% (2)
14 TYPE OF REPORTING PERSON
IN
(1) Includes 414,424 shares owned by trusts of which Mr. Male is the trustee,
51,253 shares in Mr. Male's IRA account, 36,438 shares held in Mr. Male's
account under the Park View Federal Savings Bank 401(k) Plan and 13,520
shares subject to options exercisable in 60 days.
(2) Based on 7,773,823 shares of common stock outstanding as of June 30, 2009
and includes 13,520 shares subject to options exercisable in 60 days.
EXPLANATORY NOTE
The Amendment No. 1 to Schedule 13D is being filed to report the
distribution of shares of PVF Capital Corp., an Ohio corporation (the
"Company"), from a family limited partnership (the "FLP"), of which John R. Male
was the sole general partner, to the limited partners thereof, upon the
dissolution of such family limited partnership on August 13, 2008.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to shares of common stock,
par value $0.01 per share, of the Company, whose principal executive offices are
at 30000 Aurora Road, Solon, Ohio 44139.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by John R. Male.
(b) Mr. Male's business address is 30000 Aurora Road, Solon, Ohio
44139.
(c) Mr. Male is a director of the Company and its wholly owned
subsidiary, Park View Federal Savings Bank ("the Bank"). The
Company's and the Bank's address is set forth in Item 2(b)
herein.
(d) Mr. Male has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during
the last five years.
(e) Mr. Male has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction nor as a result of such proceeding 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
violation with respect to such laws.
(f) Mr. Male is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Except as set forth below, all of Mr. Male's purchases of Company common
stock have been made with his personal funds or, in the case of shares acquired
upon the exercise of options, shares of the Issuer's common stock. The amounts
shown include 414,424 shares owned by trusts of which Mr. Male is trustee. Mr.
Male did not fund the acquisition of shares by such trusts. As trustee of the
trusts, Mr. Male has sole voting and dispositive power over such shares and thus
may be deemed to beneficially own the shares owned by those entities. In
addition, Mr. Male acquired 29,530 shares purchased by the FLP with partnership
funds. Such shares were distributed to Mr. Male upon the dissolution of the FLP,
and Mr. Male contributed such shares to his revocable trust.
ITEM 4. PURPOSE OF TRANSACTION
The shares covered by this amended Schedule 13D are being held for
investment purposes. Mr. Male may, from time to time, acquire additional
securities of the Company using personal funds through a broker, through the
Bank's 401(k) Plan and/or privately negotiated transactions or may exercise
Company stock options. He also may make gifts of Company common stock.
Except as described above and in his capacity as a director of the Company
and the Bank, Mr. Male does not have any present plans or proposals that relate
to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Male beneficially owns 526,872 shares, representing 6.77% of the
shares of the Company's common stock deemed outstanding for such purpose. In
accordance with Rule 13d-3 of the Exchange Act, the beneficially owned shares
and the percentage of shares outstanding assume the issuance of 13,520 shares
that Mr. Male may acquire within the next 60 days pursuant to exercisable
options. In addition, the amount of shares beneficially owned by Mr. Male
includes 11,237 shares owned by Mr. Male's wife, as to which shares Mr. Male may
be deemed to have beneficial ownership.
(b) Mr. Male has sole voting and dispositive power over 515,635 shares,
which includes 414,424 shares owned by trusts of which Mr. Male is the sole
trustee, 51,253 shares owned by Mr. Male in an IRA account and 13,520 shares
subject to options exercisable within 60 days.
Mr. Male has shared voting and dispositive power over 11,237 shares
owned by Mr. Male's wife. Mr. Male's wife, Gail Male, resides at 8885 Antelope
Run, Russell Township, Ohio 44072. She is not employed. She has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years. She has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction nor as a result of such proceeding 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 violation with respect to such laws. She is a United States
citizen.
Mr. Male has sole voting and shared dispositive power over 36,438
shares in his account under the Bank's 401(k) Plan.
(c) Mr. Male has effected the following transactions in the common stock
of the Company since August 13, 2008:
Date Type of Transaction Number of Shares Price Per Share
---- ------------------- ---------------- ---------------
8/13/2008 Dissolution of FLP (119,625) (1) N/A
8/13/2008 Distribution of shares 29,530 (1) N/A
from FLP
11/1/2008 Expiration of exercisable (5,082) N/A
stock options
11/3/2008 Stock option grant (2) 6,700 N/A
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(1) On August 13, 2008, the FLP was dissolved, and all 119,625 shares of Company
common stock, previously reported as beneficially owned by Mr. Male in his
capacity as general partner of the FLP with sole voting and dispositive
power over shares held by the FLP, were distributed to the limited partners
of the FLP. On that date, as an FLP limited partner, Mr. Male received
29,530 shares of Company common stock upon the dissolution of the FLP, which
shares he contributed to his revocable trust.
(2) Stock options have an exercise price of $4.42 per share and five-year term
and vest over a 5-year period with the first 20% vesting on the date of the
grant.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
between Mr. Male and any person with respect to any securities of the Company's
common stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
July 14, 2009 By: /s/ John R. Male
-------------------------
John R. Male
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