Amended Statement of Ownership (sc 13g/a)
14 Fevereiro 2018 - 6:08PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No.
2)*
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WCF
Bancorp, Inc.
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(Name of Issuer)
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Common
Stock, par value $0.01 per share
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(Title of Class of Securities)
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92940L103
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(CUSIP Number)
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December 31,
2017
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(Date of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
Rule
13d-1(b)
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x
Rule
13d-1(c)
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o
Rule
13d-1(d)
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*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.
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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).
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CUSIP
No.
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92940L103
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1.
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Names
of Reporting Persons.
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Ryan
Heslop
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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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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Citizenship
or Place of Organization
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United
States
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Number
of
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5.
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Sole
Voting Power
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0
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Shares
Bene-
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ficially
owned
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6.
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Shared
Voting Power
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205,000
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by
Each
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Reporting
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7.
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Sole
Dispositive Power
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0
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Person
With:
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8.
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Shared
Dispositive Power
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205,000
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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205,000
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
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8.0%
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP No.
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92940L103
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1.
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Names
of Reporting Persons.
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Ariel
Warszawski
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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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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Citizenship
or Place of Organization
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United
States
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Number
of
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5.
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Sole
Voting Power
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0
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Shares
Bene-
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ficially
owned
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6.
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Shared
Voting Power
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205,000
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by
Each
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Reporting
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7.
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Sole
Dispositive Power
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0
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Person
With:
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8.
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Shared
Dispositive Power
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205,000
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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205,000
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
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8.0%
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP No.
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92940L103
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1.
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Names
of Reporting Persons.
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Firefly
Value Partners, LP
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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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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Citizenship
or Place of Organization
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Delaware
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Number
of
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5.
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Sole
Voting Power
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0
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Shares
Bene-
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ficially
owned
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6.
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Shared
Voting Power
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205,000
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by
Each
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Reporting
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7.
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Sole
Dispositive Power
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0
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Person
With:
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8.
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Shared
Dispositive Power
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205,000
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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205,000
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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o
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11.
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Percent
of Class Represented by Amount in Row (9)
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8.0%
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12.
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Type
of Reporting Person (See Instructions)
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PN,
IA
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CUSIP No.
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92940L103
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1.
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Names
of Reporting Persons.
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FVP
GP, LLC
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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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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Citizenship
or Place of Organization
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Delaware
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Number
of
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5.
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Sole
Voting Power
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0
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Shares
Bene-
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ficially
owned
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6.
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Shared
Voting Power
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205,000
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by
Each
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Reporting
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7.
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Sole
Dispositive Power
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0
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Person
With:
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8.
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Shared
Dispositive Power
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205,000
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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205,000
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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o
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11.
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Percent
of Class Represented by Amount in Row (9)
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8.0%
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12.
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Type
of Reporting Person (See Instructions)
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OO
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CUSIP No.
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92940L103
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1.
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Names
of Reporting Persons.
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Firefly
Management Company GP, LLC
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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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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Citizenship
or Place of Organization
|
Delaware
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Number
of
|
5.
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Sole
Voting Power
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0
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Shares
Bene-
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ficially
owned
|
6.
|
Shared
Voting Power
|
205,000
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by
Each
|
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|
Reporting
|
7.
|
Sole
Dispositive Power
|
0
|
|
Person
With:
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|
8.
|
Shared
Dispositive Power
|
205,000
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
205,000
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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o
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11.
|
Percent
of Class Represented by Amount in Row (9)
|
8.0%
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12.
|
Type
of Reporting Person (See Instructions)
|
OO
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CUSIP No.
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92940L103
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1.
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Names
of Reporting Persons.
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FVP
Master Fund, L.P.
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3.
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SEC
Use Only
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4.
|
Citizenship
or Place of Organization
|
Cayman
Islands
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Number
of
|
5.
|
Sole
Voting Power
|
0
|
|
Shares
Bene-
|
|
|
|
|
ficially
owned
|
6.
|
Shared
Voting Power
|
205,000
|
|
by
Each
|
|
|
|
|
Reporting
|
7.
|
Sole
Dispositive Power
|
0
|
|
Person
With:
|
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|
|
|
|
8.
|
Shared
Dispositive Power
|
205,000
|
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|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
205,000
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|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
o
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|
|
|
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|
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|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
8.0%
|
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
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Item 1.
|
(a)
|
The
name of the issuer is WCF Bancorp, Inc. (the “Issuer”).
|
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(b)
|
The
principal executive office of the Issuer is located at 401 Fair Meadow Drive, Webster City, Iowa 50595.
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Item
2.
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(a)
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This
A
mendment No. 2
(this “Amendment”) to the original statement filed on July 22, 2016, as amended (the “Statement”)
is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii)
Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager
of FVP Master Fund, (iii) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general
partner of FVP Master Fund, (iv) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”),
which serves as the general partner of Firefly Partners, and (v) Messrs. Ryan Heslop and Ariel Warszawski, the managing members
of FVP GP and Firefly Management (all of the foregoing, collectively, “Reporting Persons”). FVP Master Fund is a private
investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments.
FVP Master Fund directly owns all of the shares reported in this Statement. Messrs. Heslop and Warszawski, Firefly Partners, Firefly
Management and FVP GP may be deemed to share with FVP Master Fund voting and dispositive power with respect to such shares.
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(b)
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The
Principal Business Office of 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 and Firefly Management is:
601 West 26
th
Street, Suite 1520, New York, NY 10001
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(c)
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For
citizenship information see item 4 of the cover sheet of each Reporting Person.
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(d)
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This
Statement relates to the Common Stock of the Issuer.
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(e)
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The
CUSIP Number of the Common Stock of the Issuer is 92940L103.
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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:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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x
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An
investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group,
in accordance with 240.13d-1(b)(1)(ii)(J);
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Item 4.
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Ownership.
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See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2. The percentage ownership of
each Reporting Person is based on 2,561,542 shares of Common Stock outstanding as of November 9, 2017, as reported in the Issuer’s
quarterly report on Form 10-Q filed on November 9, 2017 for the quarter ended September 30, 2017.
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Item 5.
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Ownership of Five Percent or Less of
a Class.
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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
o
.
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of
Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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(a)
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Not applicable.
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(b)
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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.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 14, 2018
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/s/
Ryan
Heslop
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Ryan Heslop
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Ariel Warszawski
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Firefly Value
Partners, LP
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FVP GP, LLC
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Firefly Management
Company GP, LLC
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FVP Master
Fund, L.P.
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By:
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/s/
Ariel
Warszawski
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Ariel
Warszawski, for himself and as Managing Member
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of
FVP GP (for itself and as general partner of FVP
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Master
Fund) and Firefly Management (for itself and as
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general
partner of Firefly Partners)
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