Statement of Ownership (sc 13g)
26 Mayo 2022 - 3:44PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO RULE 13d-2(b)
California First Leasing Corporation |
(Name of Issuer)
Common Stock |
(Title of Class of Securities)
130222102 |
(CUSIP Number)
May 16, 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 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).
(Continued on following pages)
CUSIP
NO. 130222102 |
13G |
Page 2 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
M3 FUNDS, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ] |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
N/A |
6 |
SHARED VOTING POWER
769,251 shares of Common Stock |
7 |
SOLE DISPOSITIVE POWER
N/A |
8 |
SHARED DISPOSITIVE POWER
769,251 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,251 shares of Common Stock |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
[ ]
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.48% of the outstanding shares of Common Stock |
12 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
|
|
|
|
CUSIP NO. 130222102 |
13G |
Page 3 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
M3 PARTNERS, LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ] |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
N/A |
6 |
SHARED VOTING POWER
769,251 shares of Common Stock |
7 |
SOLE DISPOSITIVE POWER
N/A |
8 |
SHARED DISPOSITIVE POWER
769,251 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,251 shares of Common Stock |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
[ ]
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.48% of the outstanding shares of Common Stock |
12 |
TYPE OF REPORTING PERSON
PN (Limited Partnership) |
|
|
|
|
CUSIP
NO. 130222102 |
13G |
Page 4 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
M3F, INC. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ] |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF UTAH, UNITED STATES OF AMERICA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
N/A |
6 |
SHARED VOTING POWER
769,251 shares of Common Stock |
7 |
SOLE DISPOSITIVE POWER
N/A |
8 |
SHARED DISPOSITIVE POWER
769,251 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,251 shares of Common Stock |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
[ ]
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.48% of the outstanding shares of Common Stock |
12 |
TYPE OF REPORTING PERSON
CO, IA |
|
|
|
|
CUSIP NO. 130222102 |
13G |
Page 5 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
Jason A. Stock |
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 OF AMERICA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
N/A |
6 |
SHARED VOTING POWER
769,251 shares of Common Stock |
7 |
SOLE DISPOSITIVE POWER
N/A |
8 |
SHARED DISPOSITIVE POWER
769,251 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,251 shares of Common Stock |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
[ ]
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.48% of the outstanding Common Stock |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
CUSIP
NO. 130222102 |
13G |
Page 6 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
William C. Waller |
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 OF AMERICA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
N/A |
6 |
SHARED VOTING POWER
769,251 shares of Common Stock |
7 |
SOLE DISPOSITIVE POWER
N/A |
8 |
SHARED DISPOSITIVE POWER
769,251 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,251 shares of Common Stock |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
[ ]
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.48% of the outstanding Common Stock |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
| Item 1. |
(a) | Name of Issuer: |
California First Leasing Corporation (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
5000 Birch Street, Suite 500
Newport Beach, CA 92660
| Item 2. |
(a) | Name of Persons Filing: |
M3 Funds, LLC
M3 Partners, LP
M3F, Inc.
Jason A. Stock
William C. Waller
| (b) | Address of Principal Business Office or, if None, Residence: |
For all persons filing:
10 Exchange Place, Suite 510
Salt Lake City, UT 84111
M3 Funds, LLC is a Delaware limited liability company
M3 Partners, LP is a Delaware limited partnership
M3F, Inc. is a Utah corporation
Mr. Stock and Mr. Waller are United States citizens
| (d) | Title of Class of Securities: |
Common Stock
130222102
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a: |
Not applicable. Filed pursuant to Rule 13d-1(c).
Item 4. Ownership.
|
|
|
M3 Funds, LLC |
M3 Partners, LP |
M3F, Inc. |
Jason A. Stock |
William C. Waller |
(a) |
Amount Beneficially Owned: |
769,251 |
769,251 |
769,251 |
769,251 |
769,251 |
(b) |
Percent of Class: |
7.48% |
7.48% |
7.48% |
7.48% |
7.48% |
(c) |
Number of Shares to Which Reporting Person Has:
|
|
|
|
|
(i) |
Sole Voting
Power: |
N/A |
N/A |
N/A |
N/A |
N/A |
|
(ii) |
Shared Voting Power: |
769,251 |
769,251 |
769,251 |
769,251 |
769,251 |
|
(iii) |
Sole Dispositive Power: |
N/A |
N/A |
N/A |
N/A |
N/A |
|
(iv) |
Shared Dispositive Power: |
769,251 |
769,251 |
769,251 |
769,251 |
769,251 |
The reported shares are
the Issuer’s common stock.
All of the reported shares are owned directly
by M3 Partners, L.P. (“M3 Partners”), whose general partner is M3 Funds, LLC (the “General Partner”) and whose
investment adviser is M3F, Inc. (the “Investment Adviser”). The General Partner and the Investment Adviser could each be deemed
to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners.
Jason A. Stock and William
C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such
indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.
| 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 [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another
Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary That 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.
By signing below, each of the undersigned
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.
Exhibits
Exhibit 1
Joint Filing Agreement dated May 26, 2022, among M3 Partners, LP, M3 Funds,
LLC, M3F, Inc., Jason A. Stock and William C. Waller.
Signature
After reasonable inquiry and to
the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
|
Date: May 26, 2022 |
|
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|
M3 PARTNERS, LP |
|
|
|
|
|
|
By: |
M3 Funds, LLC, General Partner |
|
|
|
|
|
|
By: |
/s/ Jason A. Stock |
|
|
Name: Jason A. Stock |
|
|
Title: Manager |
|
|
|
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|
|
Date: May 26, 2022 |
|
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M3 FUNDS, LLC |
|
|
|
|
|
|
By: |
/s/ Jason A. Stock |
|
|
Name: Jason A. Stock |
|
|
Title: Manager |
|
|
|
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Date: May 26, 2022 |
|
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M3F, INC. |
|
|
|
|
|
|
By: |
/s/ Jason A. Stock |
|
|
Name: Jason A. Stock |
|
|
Title: Managing Director |
|
|
|
|
|
|
Date: May 26, 2022 |
|
|
|
|
|
|
/s/ Jason A. Stock |
|
|
Jason A. Stock |
|
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Date: May 26, 2022 |
|
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|
|
|
|
/s/ William C. Waller |
|
|
William C. Waller |
|
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