Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 12:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
DNB
Financial Corporation
(Name
of Issuer)
Common
Stock, $1.00 par value per share
(Title
of Class of Securities)
233237106
(CUSIP
Number)
12/31/16
(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 disclosures provided
in a prior cover page.
The
information required on 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. 233237106
1.
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elizabeth
Park Capital Advisors, Ltd.
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
|
SEC
USE ONLY
|
4.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ohio,
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
|
SOLE
VOTING POWER
|
|
0
|
6.
|
|
SHARED
VOTING POWER
|
|
93,296
|
7.
|
|
SOLE
DISPOSITIVE POWER
|
|
0
|
8.
|
|
SHARED
DISPOSITIVE POWER
|
|
|
93,296
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,296
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IA
|
CUSIP
No. 233237106
1.
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fred
Cummings
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
|
SEC
USE ONLY
|
4.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
|
SOLE
VOTING POWER
|
|
0
|
6.
|
|
SHARED
VOTING POWER
|
|
93,296
|
7.
|
|
SOLE
DISPOSITIVE POWER
|
|
0
|
8.
|
|
SHARED
DISPOSITIVE POWER
|
|
93,296
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,296
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
Item
1.
|
(a)
|
Name
of Issuer
DNB
Financial Corporation
|
|
|
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices
4
Brandywine Avenue
Downington,
PA 19335
|
Item
2.
|
(a)
|
Name
of Person Filing
Elizabeth
Park Capital Advisors, Ltd.
Fred
Cummings
|
|
|
|
|
(b)
|
Address
of the Principal Office or, if none, residence
29525
Chagrin Blvd., Suite 318
Pepper
Pike, Ohio 44122
|
|
|
|
|
(c)
|
Citizenship
Elizabeth
Park Capital Advisors, Ltd. – Ohio, U.S.A.
Fred
Cummings – U.S.A.
|
|
|
|
|
(d)
|
Title
of Class of Securities
Common
Stock
|
|
|
|
|
(e)
|
CUSIP
Number
233237106
|
Item
3. 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:
N/A
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:
Elizabeth
Park Capital Advisors, Ltd. - 93,296*
Fred
Cummings - 93,296*
|
|
|
|
|
|
(b)
|
|
Percent
of class:
Elizabeth
Park Capital Advisors, Ltd. – 2.2%*
Fred
Cummings – 2.2%*
|
|
|
|
|
|
(c)
|
|
Number
of shares as to which the person has:
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
Elizabeth
Park Capital Advisors, Ltd. – 0
Fred
Cummings – 0
|
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
Elizabeth
Park Capital Advisors, Ltd. - 93,296*
Fred
Cummings - 93,296*
|
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
Elizabeth
Park Capital Advisors, Ltd. – 0
Fred
Cummings – 0
|
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
Elizabeth
Park Capital Advisors, Ltd. - 93,296*
Fred
Cummings - 93,296*
|
*
The shares of the Common Stock, $1.00 par value per share (the “Shares”), of DNB Financial Corporation (the “Issuer”)
reported herein are held by certain private investment funds and separately managed accounts (the “Elizabeth Park Entities”)
managed by Elizabeth Park Capital Advisors, Ltd. (the “Adviser”). The Adviser is the investment manager of the Elizabeth
Park Entities. Fred Cummings (together with the Adviser, the “Reporting Persons”) is the managing member of the Adviser.
By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect
to the Shares owned directly by the Elizabeth Park Entities. This report shall not be deemed an admission that the Reporting Persons
are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any
other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent
of the Reporting Person’s pecuniary interest therein.
The
beneficial ownership percentage reported herein is based on 4,229,331 Shares issued and outstanding as of November 4, 2016,
as disclosed in the Issuer’s Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and
Exchange Commission on November 7, 2016.
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 [X]
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
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.
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:
February 13, 2017
|
Elizabeth
Park Capital Advisors, Ltd.
|
|
|
|
|
By:
|
/s/
Fred Cummings
|
|
|
Fred
Cummings, Managing Member
|
|
Fred
Cummings
|
|
|
|
|
By:
|
/s/
Fred Cummings
|
|
|
Fred
Cummings, Individually
|
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