SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
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Temecula Valley Bancorp Inc
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(Name of Issuer)
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Preferred Stock
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(Title of Class of Securities)
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(CUSIP Number)
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Neil M. Cleveland
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28046 Del Rio Road, Suite C
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Temecula, California 92590
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(951) 676-4148
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(Name, Address and Telephone Number of Person Authorized
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to Receive Notices and Communications)
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(Date of Event which Requires Filing of this Statement)
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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 §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box:
x
.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* 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.
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1
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Names of Reporting Persons.
Ryan Heslop
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,406,626
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
1,406,626
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,626
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
63.5%
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14
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Type of Reporting Person (See Instructions)
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IN
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1
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Names of Reporting Persons.
Ariel Warszawski
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,406,626
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
1,406,626
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,626
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
63.5%
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14
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Type of Reporting Person (See Instructions)
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IN
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1
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Names of Reporting Persons.
Firefly Value Partners, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,406,626
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
1,406,626
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,626
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
63.5%
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14
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Type of Reporting Person (See Instructions)
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PN
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1
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Names of Reporting Persons.
FVP GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,406,626
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
1,406,626
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,626
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
63.5%
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14
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Type of Reporting Person (See Instructions)
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OO
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1
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Names of Reporting Persons.
Firefly Management Company GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,406,626
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
1,406,626
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,626
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
63.5%
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14
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Type of Reporting Person (See Instructions)
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OO
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1
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Names of Reporting Persons.
FVP Master Fund, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
WC
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Cayman Islands
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,406,626
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
1,406,626
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,626
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
63.5%
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14
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Type of Reporting Person (See Instructions)
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PN
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1
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Names of Reporting Persons.
FVP US-Q, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
WC
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
0%
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14
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Type of Reporting Person (See Instructions)
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PN
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This Amendment No. 13 ("Amendment No. 13") amends Items
3 and 5 of the Schedule 13D originally filed by (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP
Master Fund”), (ii) FVP US-Q, LP, a Delaware limited partnership (“FVP Fund” and, together with the FVP Master
Fund, “Funds”), (iii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”),
which serves as the investment manager of the Funds pursuant to investment management agreements, (iv) FVP GP, LLC, a Delaware
limited liability company (“FVP GP”), which serves as the general partner of the Funds, (v) Firefly Management Company
GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly
Partners, and (vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the
foregoing, collectively, “Reporting Persons”) on April 23, 2010 (the "Original Statement"), Amendment No.
1 to the Original Statement filed on May 5, 2010 ("Amendment No. 1"), Amendment No. 2 to the Original Statement filed
on May 11, 2010 ("Amendment No. 2"), Amendment No. 3 to the Original Statement filed on May 13, 2010 ("Amendment
No. 3"), Amendment No. 4 to the Original Statement filed on June 4, 2010 ("Amendment No. 4"), Amendment No. 5 to
the Original Statement filed on June 9, 2010 ("Amendment No. 5"), Amendment No. 6 to the Original Statement filed on
June 29, 2010 ("Amendment No. 6"), Amendment No. 7 to the Original Statement filed on July 15, 2010 ("Amendment
No. 7"), Amendment No. 8 to the Original Statement filed on August 31, 2010 ("Amendment No. 8"), Amendment No. 9
to the Original Statement filed on September 7, 2010 ("Amendment No. 9"), Amendment No. 10 to the Original Statement
filed on September 15, 2010 ("Amendment No. 10"), Amendment No. 11 to the Original Statement filed on October 8, 2010
("Amendment No. 11") and Amendment No. 12 to the Original Statement filed on November 24, 2010 ("Amendment No. 12").
This Amendment No. 13 relates to Trust Preferred Securities ("Shares") of Temecula Valley Bancorp, Inc. Unless specifically
amended hereby, the disclosure set forth in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No.
3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment
No. 11 and Amendment No. 12, shall remain unchanged.
Item 2. Identity & Background
(a)
This Amendment 13 is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted
limited partnership (“FVP Master Fund”), (ii) FVP US-Q, LP, a Delaware limited partnership (“FVP Fund”
and, together with the FVP Master Fund, “Funds”), (iii) Firefly Value Partners, LP, a Delaware limited partnership
(“Firefly Partners”), which serves as the investment manager of the Funds pursuant to investment management agreements,
(iv) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of the Funds,
(v) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as
the general partner of Firefly Partners, and (vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and
Firefly Management (all of the foregoing, collectively, “Reporting Persons”). The Funds are private investment vehicles
formed for the purpose of investing and trading in a wide variety of securities and financial instruments. FVP Master Fund directly
own all of the shares reported in this Amendment 13. Messrs. Heslop and Warszawaki, Firefly Partners, Firefly Management and FVP
GP may be deemed to share with the Funds voting and dispositive power with respect to such shares. FVP Fund has transferred all
of the shares it directly owned to FVP Master Fund, and no longer may be deemed to share with FVP Master Fund voting and dispositive
power with respect to such shares. Each Reporting Person disclaims beneficial ownership with respect to any shares other than those
owned directly by such Reporting Person.
(b)
The Principal Business Office of the FVP Master Fund is:
c/o dms Corporate Services, Ltd.
P.O. Box 1344
dms House
20 Genesis Close
Grand Cayman, KY1-1108
Cayman Islands
The Principal Business Office of Messrs. Heslop and Warszawski, Firefly
Partners, FVP GP, Firefly Management and the FVP Fund is:
551 Fifth Avenue, 36th Floor
New York, NY 10176
(c)
The principal business of the Reporting Persons is to invest and trade in a wide
variety of securities and financial instruments. Each of the Reporting Persons is engaged in the investment business.
(d)
During the last five years, the Reporting Persons have not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
(e)
During the last five years, the Reporting Persons have not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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)
Messrs. Heslop and Warszawski are citizens of the United States.
Item 3 Source and Amount of Funds or Other Consideration
The gross investment costs (including commissions, if any) of the Shares purchased
by the Reporting Persons is approximately $1,078,177.03, at purchase prices ranging from $0.05 to $1.7500 per Share. The source
of these funds was the working capital of the Funds, for which Firefly Partners act as investment manager.
Item 5. Interest in Securities of the Issuer
a.
The responses of the Reporting Persons to Items (11) and (13) on the cover pages
of this Amendment No. 13 are incorporated herein by reference. The total number of Shares outstanding is 2,213,750.
b.
The responses of the Reporting Persons to Items (7) through (10) on the cover
pages of this Amendment No. 13 are incorporated herein by reference.
c.
See Item 3, above, and Item 4 in the Original Statement. The transactions in the
Issuer's securities by each of FVP Master Fund and FVP Fund in the last sixty days are listed as ANNEX A attached hereto and made
a part hereof.
d.
None.
e.
Not applicable.