CUSIP No.:
146875604
1. Names of Reporting Persons Kevin Scott Winters |
|
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐ |
|
3. SEC Use Only |
|
4. Source of Funds (See Instructions) PF |
|
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐ |
|
6. Citizenship or Place of Organization USA |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 Sole Voting Power 0 |
|
8. Shared Voting Power 0 |
|
9. Sole Dispositive Power 162,000 |
|
10. Shared Dispositive Power 0 |
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person 162,000 |
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
13. Percent of Class Represented by Amount in Row (11) 3.83% |
|
14. Type of Reporting Person (See Instructions) IN |
ITEM
1. SECURITY AND ISSUER.
This Statement
on Schedule 13D relates to the common stock (the “Common Stock”), of Carver Bancorp, Inc. (the “Company”
or “Issuer”), a Delaware corporation. The principal executive offices of the Company are located at 75 West 125th
Street, New York, NY 10027.
Item 2. IDENTITY AND BACKGROUND.
(a) This
statement is being filed jointly by Dream Chaser’s Capital Group LLC, a Delaware Limited Liability Company (“Dream Chaser’s”),
of which Gregory Antonius Lewis is the sole manager (“Lewis”)., Shawn Paul Herrera, an individual (“Herrera”)
and, Kevin Scott Winters, an individual (“Winters”).
The
Reporting Persons have entered into a joint filing agreement, dated as of December 12, 2022, a copy of which is filed herewith as Exhibit
99.1.
Dream Chaser’s
principal business is a hedge fund. Dream Chaser’s principal offices are located at 26 Broadway, 8th Floor, New York,
New York 10004.
(b,c) Kevin
Scott Winters, 6452 Acacia Lane, Yorba Linda, CA 92886. Mr. Winters is a Business Development Executive. He works for Isat - Tamaro,
which is a Commercial Construction and Engineer Company, located at 14848 Northam St, La Mirada, CA 90638.
Shawn Paul
Herrera, 500 Los Viboras Road, Hollister, CA 95023. Mr. Herrera is a CEO. He works for Mazda Computing, which is a Computer Equipment
and Peripherals Company, located at 2526 Qume Dr. Ste 22 San Jose, CA, 95131.
(d,
e) During the last five years, none of the reporting persons has been (i) convicted in any criminal proceeding (excluding traffic
violations and other similar misdemeanors) and (ii) has been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or is subject to any 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) These
individual reporting persons are citizens of the United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Investors
purchased using their own funds no margin.
ITEM 4. PURPOSE OF TRANSACTION.
The information
set forth and/or incorporated by reference in Items 2 and 3 is hereby incorporated by reference into this Item 4.
The acquisitions
by Messrs. Herrera and Bailey, and Dream Chaser’s of beneficial ownership of Common Shares of the Company, as described herein,
were affected independently. They entered into the Voting Agreement, a copy of which is attached hereto as Exhibit 99.2 and incorporated
herein by the reference because they all believe that the Company represents an attractive investment based on the Company’s business
prospects, strategy, and share price. They believe that the Company is undervalued, and they intend to push for operational changes to
enhance shareholder value.
(a, b,
c, d, e, f, g, h, i, and j) Each Reporting Person acquired its securities of the Company for investment purposes only. The Reporting
Persons do not have any current or future plans (a) to acquire additional securities, to dispose of its existing securities, (b) to effect
an extraordinary transaction such as a merger, reorganization, or liquidation involving the Company, (c) to affect the sale or ( transfer
of a material amount of assets of the Company, or to effect (d) a change in the Board of Directors, (e) the capitalization or dividend
policy of the Company, (f) a material change in the Company’s business or corporate structure, (g) changes in the Company’s
charter or bylaws, (h) the delisting of the Company’s securities, or (i) the deregistration of the Company’s securities pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934,. or (j) any other action similar to those enumerated above.
Each Reporting
Person reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans
or proposals of the type specified above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a, b)
The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.
(a) (i)
Dream Chaser’s is the beneficial owner of an aggregate of 233,000 shares, or 5.51% of the total outstanding shares of Common Stock.
(ii) Mr.
Herrera is the beneficial owner of an aggregate of 71,000, or 1.68%, of the total outstanding shares of Common Stock.
(iii) Mr.
Winters is the beneficial owner of an aggregate of 162,000, or 3.83%, of the total outstanding shares of Common Stock.
(b) Number
of shares of Common Stock beneficially owned as of December 12, 2022 as to which the Reporting Persons have:
(i) sole
power to vote or direct the vote:
Dream
Chaser’s |
233,000 |
Kevin
Scott Winters |
0 |
Shawn
Paul Herrera |
0 |
(ii) shared
power to vote or direct the vote:
Dream
Chaser’s |
0 |
Kevin
Scott Winters |
0 |
Shawn
Paul Herrera |
0 |
(iii) sole
power to dispose or direct the disposition of:
Dream
Chaser’s |
0 |
Kevin
Scott Winters |
162,000 |
Shawn
Paul Herrera |
71,000 |
(iv) shared
power to dispose or direct the disposition of:
Dream
Chaser’s |
0 |
Kevin
Scott Winters |
0 |
Shawn
Paul Herrera |
0 |
(c)
No other transactions in the Company’s Common Stock by the Reporting Persons were affected in the past 60 days.
(d) Not
applicable.
(e) Not
applicable. None of the Reporting Persons alone are five percent owners of the Company’s common stock. They only are five percent
owners by virtue of the Voting Agreement, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by this reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Effective
December 12, 2022, the Reporting Persons entered into a Joint Filing Agreement (See Exhibit 99.1 relating to their beneficial
ownership of the Common Stock, par value $0.01 per share, of Carver Bancorp, Inc., a Delaware corporation. The Reporting Persons entered
into a Voting Agreement, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by this reference, which gets
voting power over the certain shares held by the Reporting Persons to Mr. Lewis. To the knowledge of the Reporting Persons, except as
otherwise described above, there are no other contracts, arrangements, understandings or relationships among reporting persons and between
any such persons and any other person, with respect to any securities of the Company, including but not limited to, transfer or voting
of any of the securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division
of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person
voting power over the securities of the Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
SIGNATURES
After reasonable
inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true,
complete, and correct.
DREAM CHASER’S
CAPITAL GROUP LLC
Date: December
12, 2022
/s/ Gregory Antonius Lewis
By:
Gregory Antonius Lewis
Its: Manager
and Chief Executive Officer
Date: December
12, 2022
/s/ Kevin Scott Winters
Kevin Scott
Winters
Date: December
12, 2022
/s/ Shawn Paul Herrera
Shawn Paul
Herrera