|
1)
|
NAME OF REPORTING PERSON
St. Cloud Capital Partners II, LP
|
|
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [X]
|
|
3)
|
SEC USE ONLY
|
|
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
|
5)
|
SOLE VOTING POWER
-0-
|
|
|
6)
|
SHARED VOTING POWER
575,052
|
|
|
7)
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8)
|
SHARED DISPOSITIVE POWER
575,052
|
|
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,052
|
|
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
|
|
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
1)
|
NAME OF REPORTING PERSON
SCGP II, LLC
|
|
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [X]
|
|
3)
|
SEC USE ONLY
|
|
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
|
5)
|
SOLE VOTING POWER
-0-
|
|
|
6)
|
SHARED VOTING POWER
575,052
|
|
|
7)
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8)
|
SHARED DISPOSITIVE POWER
575,052
|
|
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,052
|
|
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
|
|
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
1)
|
NAME OF REPORTING PERSON
Marshall S. Geller
|
|
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [X]
|
|
3)
|
SEC USE ONLY
|
|
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
|
5)
|
SOLE VOTING POWER
-0-
|
|
|
6)
|
SHARED VOTING POWER
575,052
|
|
|
7)
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8)
|
SHARED DISPOSITIVE POWER
575,052
|
|
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,052
|
|
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
|
|
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
1)
|
NAME OF REPORTING PERSON
Benjamin Hom
|
|
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [X]
|
|
3)
|
SEC USE ONLY
|
|
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
||
|
5)
|
SOLE VOTING POWER
-0-
|
|
|
6)
|
SHARED VOTING POWER
575,052
|
|
|
7)
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
8)
|
SHARED DISPOSITIVE POWER
575,052
|
|
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,052
|
|
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
|
|
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
ITEM 1(a)
|
NAME OF ISSUER:
First PacTrust Bancorp, Inc. (the "Corporation")
|
|
ITEM 1(b)
|
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
610 Bay Boulevard
Chula Vista, California 91910
|
|
ITEM 2(a)
|
NAME OF PERSON FILING:
This statement is filed by St. Cloud Capital Partners II, L.P. with respect to the shares directly owned by it and by each of SCGP II, LLC, Marshall S. Geller and Benjamin Hom with respect to the shares directly owned by St. Cloud Capital Partners II, L.P. SCGP II, LLC is the general partner of St. Cloud Capital Partners II, L.P. Marshall S. Geller and Benjamin Hom are managing members of SCGP II, LLC. St. Cloud Capital Partners II, L.P., SCGP II, LLC, Mr. Geller and Mr. Hom are sometimes collectively referred to below as the "Reporting Persons."
|
|
ITEM 2(b)
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The business address of each of the Reporting Persons is:
10866 Wilshire Boulevard #1450
Los Angeles, CA 90024
|
|
ITEM 2(c)
|
CITIZENSHIP:
St. Cloud Capital Partners II, L.P. and SCGP II, LLC are organized under the laws of the State of Delaware. Messrs. Geller and Hom are citizens of the United States of America.
|
|
ITEM 2(d)
|
TITLE OF CLASS OF SECURITIES
Common stock, par value $.01 per share (the "Common Stock")
|
|
ITEM 2(e)
|
CUSIP NUMBER: 33589V 10 1
|
|
ITEM 3
|
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR 240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS:
|
||
|
(a)
|
[ ]
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
(b)
|
[ ]
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
(c)
|
[ ]
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
(d)
|
[ ]
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
[ ]
|
An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[ ]
|
A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[ ]
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
[ ]
|
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);
|
|
| (j) | [ ] | A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); | |
|
(k)
|
[ ]
|
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
|
|
|
ITEM 4
|
OWNERSHIP:
SCGP II, LLC is the general partner of St. Cloud Capital Partners II, L.P. and, as such, has the power to direct the vote and the disposition of the shares of Common Stock held by St. Cloud Capital Partners II, L.P. As managing members of SCGP II, LLC, Messrs. Geller and Hom direct the operations of SCGP II, LLC. Accordingly, each of the Reporting Persons is deemed to have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of all of the 575,052 shares of Common Stock held directly by St. Cloud Capital Partners II, L.P. Such shares represent 6.6% of the shares of Common Stock outstanding as of November 1, 2010.
|
||
|
ITEM 5
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
|
||
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
As indicated in Item 4 above, SCGP II, LLC, as the general partner of St. Cloud Capital Partners II, L.P, has the power to direct the affairs of St. Cloud Capital Partners II, L.P., including the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held by St. Cloud Capital Partners II, L.P. As also indicated above, as managing members of SCGP II, LLC, Messrs. Geller and Hom direct the operations of SCGP II, LLC.
|
||
|
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.
|
||
| ITEM 10. |
CERTIFICATIONS
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.
|
|
SIGNATURE
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
Date: November 12, 2010
|
ST. CLOUD CAPITAL PARTNERS II, L.P.
|
||
| By: |
SCGP II, LLC, as
General Partner
|
||
|
By:
|
/s/ Benjamin Hom
|
||
| Name: | Benjamin Hom | ||
| Title: |
Managing Member
|
||
|
SCGP II, LLC
|
|||
|
By:
|
/s/ Benjamin Hom
|
||
| Name: | Benjamin Hom | ||
| Title: |
Managing Member
|
||
|
|
|||
|
|
|||
|
/s/ Marshall S. Geller
|
|||
| Marshall S. Geller | |||
|
|
|||
|
|
|||
|
|
|||
|
/s/ Benjamin Hom
|
|||
| Benjamin Hom | |||
|
|
|||
|
ST. CLOUD CAPITAL PARTNERS II, L.P.
By: SCGP II, LLC, as General Partner
|
|||
|
By:
|
/s/ Benjamin Hom | ||
|
Benjamin Hom
|
|||
|
Managing Member
|
|||
|
SCGP II, LLC
|
|||
|
By:
|
/s/ Benjamin Hom | ||
|
Benjamin Hom
|
|||
|
Managing Member
|
|||
| /s/ Marshall S. Geller | |||
|
Marshall S. Geller
|
|||
| /s/ Benjamin Hom | |||
|
Benjamin Hom
|
|||