Amended Statement of Ownership (sc 13g/a)
14 Février 2023 - 10:08PM
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. 3)*
IF
Bancorp, Inc. |
(Name of Issuer) |
|
Common Stock, $0.01
par value |
(Title of Class of Securities) |
|
44951J105 |
(CUSIP Number) |
|
December 31, 2022 |
(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. 44951J105 |
13G/A |
Page 2 of 9 Pages |
1 |
NAME
OF REPORTING PERSON
Tontine Financial Partners, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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
-0-
|
6 |
SHARED
VOTING POWER
230,508
|
7 |
SOLE
DISPOSITIVE POWER
-0-
|
8 |
SHARED DISPOSITIVE
POWER
230,508
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,508
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.91%
|
12 |
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No. 44951J105 |
13G/A |
Page 3 of 9 Pages |
1 |
NAME
OF REPORTING PERSON
Tontine Management, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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
-0-
|
6 |
SHARED
VOTING POWER
230,508
|
7 |
SOLE
DISPOSITIVE POWER
-0-
|
8 |
SHARED DISPOSITIVE
POWER
230,508
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,508
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.91%
|
12 |
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
CUSIP No. 44951J105 |
13G/A |
Page 4 of 9 Pages |
1 |
NAME
OF REPORTING PERSON
Jeffrey L. Gendell
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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
237,709
|
7 |
SOLE
DISPOSITIVE POWER
-0-
|
8 |
SHARED DISPOSITIVE
POWER
237,709
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,709
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.12%
|
12 |
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 44951J105 |
13G/A |
Page 5 of 9 Pages |
Item 1(a). |
NAME OF ISSUER |
|
The name of the issuer is IF Bancorp, Inc. (the “Company”). |
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
|
The Company’s principal executive offices are located at 201 East
Cherry Street, Watseka, Illinois 60970. |
Item 2(a). |
NAME OF PERSON FILING |
|
This statement is filed by: |
|
(i) |
Tontine Financial Partners, L.P., a Delaware limited partnership
(“TFP”) with respect to the shares of Common Stock directly owned by it; |
|
(ii) |
Tontine Management, L.L.C., a limited liability company organized under
the laws of the State of Delaware (“TM”), which serves as general partner of TFP, with respect to the shares of Common
Stock directly owned by TFP; and |
|
(iii) |
Jeffrey L. Gendell, a United States citizen (“Mr. Gendell”),
who serves as the Managing Member of TM, with respect to the shares of Common Stock owned directly by TFP, and with respect to 7,201
shares of Common Stock owned directly by Tontine Capital Overseas Master Fund II, L.P. (“TCOM II”). Mr. Gendell
serves as the Managing Member of Tontine Asset Associates, LLC, a limited liability company organized under the laws of the State
of Delaware (“TAA”), which serves as general partner of TCOM II. |
|
|
|
The foregoing persons are hereinafter sometimes 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. |
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
1 Sound Shore Drive, Suite 304, Greenwich, CT 06830-7251. |
Item 2(c). |
CITIZENSHIP |
|
See Item 2(a) above. |
Item 2(d). |
TITLE OF CLASS OF SECURITIES |
|
Common Stock, $0.01 par value (the “Common Stock”) |
CUSIP No. 44951J105 |
13G/A |
Page 6 of 9 Pages |
Item 2(e). |
CUSIP NUMBER |
|
44951J105 |
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: Not applicable. |
CUSIP No. 44951J105 |
13G/A |
Page 7 of 9 Pages |
|
A. |
Tontine Financial Partners, L.P. |
|
|
(a) |
Amount beneficially owned: 230,508 |
|
|
(b) |
Percent of class: 6.91%. The percentages
used herein and in the rest of this Schedule 13G/A are calculated based upon the 3,337,626 shares of Common Stock issued and outstanding
as of November 4, 2022, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September
30, 2022 filed with the Securities and Exchange Commission on November 10, 2022. |
|
|
(c) |
(i) |
Sole power to vote or direct the vote: -0- |
|
|
|
(ii) |
Shared power to vote or direct the vote: 230,508 |
|
|
|
(iii) |
Sole power to dispose or direct the disposition of: -0- |
|
|
|
(iv) |
Shared power to dispose or direct the disposition of: 230,508 |
|
B. |
Tontine Management, L.L.C. |
|
|
(a) |
Amount beneficially owned: 230,508 |
|
|
(b) |
Percent of class: 6.91% |
|
|
(c) |
(i) |
Sole power to vote or direct the vote: -0- |
|
|
|
(ii) |
Shared power to vote or direct the vote: 230,508 |
|
|
|
(iii) |
Sole power to dispose or direct the disposition of: -0- |
|
|
|
(iv) |
Shared power to dispose or direct the disposition of: 230,508 |
|
C. |
Jeffrey L. Gendell |
|
|
(a) |
Amount beneficially owned: 237,709 |
|
|
(b) |
Percent of class: 7.12% |
|
|
(c) |
(i) |
Sole power to vote or direct the vote: -0- |
|
|
|
(ii) |
Shared power to vote or direct the vote: 237,709 |
|
|
|
(iii) |
Sole power to dispose or direct the disposition of: -0- |
|
|
|
(iv) |
Shared power to dispose or direct the disposition of: 237,709 |
CUSIP No. 44951J105 |
13G/A |
Page 8 of 9 Pages |
Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
|
Not applicable. |
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
|
TM, the general partner of TFP, has the power to direct
the affairs of TFP, including directing the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock
directly owned by TFP. Mr. Gendell is the Managing Member of TM and in that capacity directs its operations.
TAA, the general partner of TCOM II, has the power to
direct the affairs of TCOM II, including directing the receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock directly owned by TCOM II. Mr. Gendell is the Managing Member of TAA and in that capacity directs its operations. |
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. |
|
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, other than activities solely in connection with a nomination
under § 240.14a-11. |
CUSIP No. 44951J105 |
13G/A |
Page 9 of 9 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.
DATE: February 14, 2023
|
|
/s/ Jeffrey L. Gendell |
|
Jeffrey L. Gendell, individually, and as managing member of Tontine
Management, L.L.C., for itself and as the general partner of Tontine Financial Partners, L.P. |
|
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