- Amended Statement of Ownership (SC 13G/A)
27 Januar 2010 - 12:02PM
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)
(
Amendment No. 1
)*
|
MIDWEST
BANC HOLDINGS, INC.
|
|
(Name
of Issuer)
Series
A Noncumulative Redeemable Convertible Perpetual Preferred Stock, Par
Value $0.01
|
|
(Title
of Class of Securities)
598251205
|
|
(CUSIP
Number)
December
31, 2009
|
(Date
of Event Which Requires Filing of This Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
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. 598251205
|
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)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
STATE
OF DELAWARE, UNITED STATES OF AMERICA
|
|
|
5
|
SOLE
VOTING POWER
N/A
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
DISPOSITIVE POWER
N/A
|
|
|
8
|
SHARED
DISPOSITIVE POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
of the outstanding Series A Noncumulative Redeemable Convertible Perpetual
Preferred Stock
|
|
12
|
TYPE
OF REPORTING PERSON
OO
(Limited Liability Company)
|
|
|
|
|
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CUSIP
NO. 598251205
|
13G
|
Page
3 of 9 Pages
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
M3
PARTNERS, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
STATE
OF DELAWARE, UNITED STATES OF AMERICA
|
|
|
5
|
SOLE
VOTING POWER
N/A
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
DISPOSITIVE POWER
N/A
|
|
|
8
|
SHARED
DISPOSITIVE POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
of the outstanding Series A Noncumulative Redeemable Convertible Perpetual
Preferred Stock
|
|
12
|
TYPE
OF REPORTING PERSON
PN
(Limited Partnership)
|
|
|
|
|
|
CUSIP
NO. 598251205
|
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)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
STATE
OF UTAH, UNITED STATES OF AMERICA
|
|
|
5
|
SOLE
VOTING POWER
N/A
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
DISPOSITIVE POWER
N/A
|
|
|
8
|
SHARED
DISPOSITIVE POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
of the outstanding Series A Noncumulative Redeemable Convertible Perpetual
Preferred Stock
|
|
12
|
TYPE
OF REPORTING PERSON
IA,
CO
|
|
|
|
|
|
CUSIP
NO. 598251205
|
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)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES OF AMERICA
|
|
|
5
|
SOLE
VOTING POWER
N/A
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
DISPOSITIVE POWER
N/A
|
|
|
8
|
SHARED
DISPOSTIVE POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
of the outstanding Series A Noncumulative Redeemable Convertible Perpetual
Preferred Stock
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP
NO. 598251205
|
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)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES OF AMERICA
|
|
|
5
|
SOLE
VOTING POWER
N/A
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
DISPOSITIVE POWER
N/A
|
|
|
8
|
SHARED
DISPOSITIVE POWER
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,039
depository shares of shares of Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
of the outstanding Series A Noncumulative Redeemable Convertible Perpetual
Preferred Stock
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
Item
1.
|
(a)
|
Name of
Issuer:
|
Midwest Banc Holdings,
Inc.
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|
(b)
|
Address of Issuer’s Principal
Executive Offices:
|
501 West North Avenue, Melrose Park,
IL 60160
|
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:
215 South State Street, Suite
1170
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:
|
|
|
Series
A Noncumulative Redeemable Convertible Perpetual Preferred Stock, Par
Value $0.01
|
598251205
|
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:
|
[X] An investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E)
|
|
(M3F,
Inc. is a registered investment adviser; for all other reporting persons
Item 3 is not applicable)
|
|
|
M3
Funds, LLC
|
M3
Partners, LP
|
M3F,
Inc.
|
Jason
A. Stock
|
William
C. Waller
|
|
(a)
Amount Beneficially Owned:
|
159,039
|
159,039
|
159,039
|
159,039
|
159,039
|
|
(b)
Percent of Class:
|
9.2%
|
9.2%
|
9.2%
|
9.2%
|
9.2%
|
|
(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:
|
159,039
|
159,039
|
159,039
|
159,039
|
159,039
|
|
(iii) Sole
Dispositive Power:
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
(iv)
Shared Dispositive Power:
|
159,039
|
159,039
|
159,039
|
159,039
|
159,039
|
The
reported shares are depository shares, each representing 1/100
th
of a
share of the Issuer’s Series A Noncumulative Redeemable Convertible Perpetual
Preferred Stock, Par Value $0.01.
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 accordingly could be
deemed to be indirect beneficial owners of the reported
shares. They 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
o
.
|
|
Item
6.
|
Ownership of More than Five
Percent on Behalf of Another
Person.
|
|
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.
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.
Exhibits
Exhibit 1
Joint Filing Agreement dated January 26,
2010, 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:
January 26, 2010
|
|
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|
|
|
M3
PARTNERS, LP
|
|
|
|
|
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By: M3
Funds, LLC, General Partner
By:
/s/ Jason A.
Stock
Name:
Jason A. Stock
Title:Manager
|
|
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|
|
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Date:
January 26, 2010
|
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|
|
|
|
M3
FUNDS, LLC
|
|
|
|
|
|
By:
/s/ Jason A.
Stock
Name:
Jason A. Stock
Title: Manager
|
|
|
|
|
|
Date:
January 26, 2010
|
|
|
|
|
|
M3F,
INC.
|
|
|
|
|
|
By:
/s/ Jason A.
Stock
Name:
Jason A. Stock
Title: Managing
Director
|
|
|
|
|
|
Date:
January 26, 2010
|
|
|
|
|
|
/s/ Jason A.
Stock
|
|
|
Jason
A. Stock
|
|
|
|
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|
Date:
January 26, 2010
|
|
|
|
|
|
/s/ William C.
Waller
|
|
|
William
C. Waller
|
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