FEDELI UMBERTO P 4
4 · PVF CAPITAL CORP · Filed Mar 18, 2010
Insider Transaction Report
Form 4
PVF CAPITAL CORPPVFC
FEDELI UMBERTO P
Director
Transactions
- Award
Common Stock Warrants (right to buy)
2010-03-16+159,470→ 159,470 totalFrom: 2010-03-16Exp: 2015-03-16→ Common Stock (159,470 underlying) - Award
Common Stock
2010-03-16+56,048→ 681,048 total - Award
Common Stock Warrants (right to buy)
2010-03-16+0→ 0 total→ Common Stock (0 underlying)
Holdings
- 1,000(indirect: By Spouse)
Common Stock
- 10,000(indirect: By Foundation)
Common Stock
Footnotes (4)
- [F1]Pursuant to the Exchange Agreement between the reporting person and PVF Capital Corp. (the "Company"), dated October 9, 2009, the reporting person transferred trust preferred securities issued by PVF Capital Trust II in the liquidation amount of $2.0 million to the Company for consideration consisting of 56,048 shares of common stock, warrants to purchase 159,470 shares of common stock (the "A Warrant") and $80,000 in cash. In addition, the reporting person received a warrant (the "B Warrant") that becomes exercisable in the event PVF Capital Corp. completes one or more public or private offerings of its common stock by October 9, 2010. This transaction is exempt under Rule 16b-3(d).
- [F2]The exercise price for the shares underlying the B Warrant will be the lesser of (i) $4.00 per share; (ii) $2.14 per share; or (iii) if during the term of the warrants the Company sells shares of common stock in a public or private offering, the price at which shares are sold in that offering.
- [F3]The B Warrant becomes exercisable in the event PVF Capital Corp. completes one or more public or private offerings of its common stock by October 9, 2010. The B Warrant will give the reporting person the right to acquire additional shares of common stock so that the total number of shares he could acquire under the A Warrant and the B Warrant would entitle him to purchase an aggregate of 0.98% of the Company's common stock outstanding following the offering or offerings completed during that one-year period.
- [F4]The exercise price for the shares underlying the A Warrant will be the lesser of (i) $4.00 per share; (ii) $2.14 per share; or (iii) if during the term of the warrants the Company sells shares of common stock in a public or private offering, the price at which shares are sold in that offering.