Download - December 31, 2017 - chicagofed.org/media/others/banking/financial... · Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address

3477425

Board of Governors of the Federal Reserve System

Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. 1844(c)(1 )(A)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. 3106(a) and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal Reserve Act (12 U.S.C. 248(a)(1 ), 602, and 611 a); and sec-tions 11 3, 165, 312, 618, and 809 of the Dodd-Frank Act (12 U.S.C. 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified .

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. I, Darin P. Campbell

Name of the Holding Company Director and Official

President, CEO and Chairman of the Board Title of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre-pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information, " 12 C.F.R. Part 261,

Reporter n

Form FR Y-6

Bancorp Financial, Inc. (3477425) Oak Brook, IL

Fiscal Year Ended December 31, 2015

Report Item 1. Annual Report to Shareholders

Bancorp Financial, Inc. will send the Annual Report under separate cover when it is distributed to the shareholders. The Audited Financial Statements are included in this filing.

Report Item 2a. Organization Chart

Bancorp Financial, Inc. Oak Brook, IL

(Delaware Company)

I 100% Evergreen Bank Group

Oak Brook, IL (Illinois Company)

Note: All Entities do not have LEI.

Report Item 2b. Branch Verification

The Domestic Branch listing was submitted via email on March 27, 2018 . .

Results: A list of branches for your depository institution: EVERGREEN BANK GROUP (ID_RSSD: 2834759).

This depository institution is held by BANCORP FINANCIAL, INC. (3477425) of OAK BROOK, IL.

The data are as of 12/31/2017. Data reflects information that was received and processed through 01/04/2018.

Reconciliation and Verification Steps

1. In the Data Action column of each branch row, enter one or more of the actions specified below

2. If required, enter the date in the Effective Date column

Actions

OK: If the branch information is correct, enter 'OK' in the Data Action column.

Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.

Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column.

Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column.

Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.

If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper.

Submission Procedure

When you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information.

If you are e-mailing this to your FRB contact, put your institution name, city and state in the subject line of the e-mail.

Note:

To satisfy the FR Y-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add.

The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - https://y10online.federalreserve.gov.

* FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required.

Data Action Effective Date Branch Service Type Branch ID_RSSD* Popular Name Street Address City State Zip Code County Country FDIC UNINUM* Office Number* Head Office Head Office ID_RSSD* Comments

OK Full Service (Head Office) 2834759 EVERGREEN BANK GROUP 1515 WEST 22ND STREET OAK BROOK IL 60523 DUPAGE UNITED STATES Not Required Not Required EVERGREEN BANK GROUP 2834759

OK Full Service 3657740 EVERGREEN PARK BRANCH 3842 WEST 95TH STREET EVERGREEN PARK IL 60805 COOK UNITED STATES Not Required Not Required EVERGREEN BANK GROUP 2834759

OK Full Service 5065983 HINSDALE BRANCH 1 GRANT SQUARE HINSDALE IL 60521 DUPAGE UNITED STATES Not Required Not Required EVERGREEN BANK GROUP 2834759

http:https://y10online.federalreserve.gov

Report Item 3. Securities holders

Form FR Y-6 Bancorp Financial, Inc.

Oak Brook, IL Fiscal Year Ended December 31, 2017

Current Shareholders with ownership, control or holdings of 5% or more with power to vote as of fiscal year ended December 31 , 2017.

Securities Holders not listed in 3(1 )( c) that had ownership, control or holdings of 5% or more with power to vote durinq the fiscal vear ended 12/31/2017

Common Stock:

1(a) 1 (b) 1 ( c) 2(a) 2 (b) 2 (c) Name and Adress Name and Adress

(City, State) Country of Citizenship Number Percent (City, State) Country of Citizenship Number

Norman J. Beles USA 125,470 6.07% None None None Hinsdale, IL, USA

J. Robert Collins USA 238,973 11 .55% Burr Ridge, IL, USA

Note (a) William Pacella USA 146,338 7.08% Chicago, IL, USA

Joseph Rizza USA 249,232 12.05% Oak Brook, IL, USA

Note (b) Michael F. Spaniak USA 136,306 6.59% Northbrook , IL, USA

Note (a) Includes shares held by Pacella Family Investments LLC in which Mr. Pacella has voting power; excludes 76,922 shares held by Mr. Pacella's adult children in which he does not have voting power.

I Note (b) Includes shares held by Tinker Investment Partners LLC in which Mr. Michael F. Spaniak has voting power.

Percent

None

Report Item 4. Insiders

Name and Adress (City, State, Country)

Fred B. Barbara Chicago, IL, USA

2 Principal Occupation

if other than with Bank Holding Company

Self Employed Investor and Business Consultant

3(a) Title and Position with Bank Holding

Company

Director



3(b) Title and Position with subsidiaries

(include name of subsidiary)

Evergreen Bank Group (Director)

3( c) Title and Position

with other businesses (include names of other

businesses)

Belmont Bank & Trust (Director) Barbara Holding Company, LLC (Manager) Barbara Holding Company, LLC - Series II (Manager) Barbara Holding Company. LLC - Series Ill (Manager) Barbara Holding Company, LLC - Series IV (Manager) Barbara Holding Company, LLC - Series V (Manager) Barbara Holding Company, LLC - Series VI (Manager) Barbara Holding Company. LLC - Series VII (Manager) Barbara Holding Company, LLC - Series VIII (Manager) Barbara Holding Company, LLC - Series IX (Manager) Barbara Holding Company, LLC - Series X (Manager) 64 Group, LLC (Manager) FB Guardian, LLC (Manager) FBB Management, LLC (Manager) FJAJ, LLC (Manager) FJAJ II, LLC (Manager) Barbara Industries. LLC (Manager) Barbara Industries II, LLC (Manager) FJS Partnership (Partner) Barbara Motorworks. Ltd. (President) Chicago Energy I, LLC (Manager) FBB, LLC (Manager) FBB Investment Holding, LLC (Manager) BP Investment Partners (General Partner) 2300 Partners, LLC (Manager) Barbara Investment Guaranty, LLC (Manager)

Barbara Investment Guaranty II , LLC (Manager) Barbara Investment Guaranty Ill, LLC (Manager) Smithfield Chicago LaSalle, LLC (Manager) Barbara-PBOB, LLC (Manager) Barbara-Pacella, LLC 5454 W. Belmont, LLC Rush & Bellevue Property, LLC Lawsuit Lending, LLC Strand Development, LLC VntCap Technolo ies, LLC

Page 2 of 7

4(a) Percentage of Voting Shares in

Bank Holding Company

2.13%

4(b) Percentage of Voting Shares in

Subsidiaries

None

4( c) List names of other companies (include

(partnerships) if 25% or more of voting

securities are held. (List name and

percentage owned)

Under 25% 100.00%

83.57%

100.00%

60.00%

68.gQ%

100.00%

100.00%

100.00%

100.00%

100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 80.00% sg.41% 50.00%

100.00% 57.25%

100.00% 100.00% 50.00% 55.00%

100.00%

100.00%

100.00% 14.85% 50.00% 50.00% 50.00% 62.14% 50.00% 25.00% 16.00%



Norman J. Beles Hinsdale, IL, USA

Darin P. Campbell Willowbrook, IL. USA

J. Robert Collins Burr Ridge, IL, USA

2 Principal Occupation if other than with Bank

Holding Company

Belcorp Financial Services (President)


Company

Director

Chairman, Director, N/A President and CEO

Managing Member of Director Rosenthal Collins Group, LLC





None

Evergreen Bank Group (Director, President and CEO, Chairman of the Board}

None

3( c) Title and Posit ion


businesses)

B/P Clearing, lnc.(President) Belcorp Financial Services, Inc. (President) Belcorp Properties, Inc. (President) Belcorp Properties II, Inc. (President) Beles Family Limited Partnership (General Partner) Beles LaPorte Irrevocable. Trust (Trustee)

Norman J. And Lorraine A. Beles, ILIT (Trustee)

Business Financial Resources (Owner) VntCap Technologies, LLC (Director)

None

RCG Holdings, LLC (Managing Member) Knot, LLC (Manager) Invitation Stables, LLC (Manager) Legacy Investment Partners, LLC (Manager) VntCap Technologies. LLC (Director)

Page 3 of 7



6.07%

1.09%

11.55%


Subsidiaries

None

None

None




percentage owned)

None

100.00% 100.00% 100.00% 100.00%

95.00% 0.00%

0.00%

100.00% 16.00%

47.00% 100.00% 50.00% 15.00% 16.00%



William Pacella Chicago. IL. USA

Joseph Rizza Oak Brook, IL, USA



Pacella Trucking Express, Inc. (President and Founder)

Owner/Operator of numerous Companies


Company

Director

Director









businesses)

Pacella Trucking Express, Inc. (President) Sunset Bay Marina, LLC (Owner) Papichulo, LLC (Owner) Barbara-Pacella, LLC (Manager) Tuckaway Development, LLC (Manager) 527 S. Clinton, LLC (Manager)

8536-42 S Austin, LLC (Member) BGP Bridgeview, LLC (Member) BGP II, Inc. (Member) BGP Orland Park, LLC (Member)

Gendell Partners 76th & Stoney, LLC (Member) Gendell Partners Glen Ellyn LLC (Member) Gendell Partners Kenosha, LLC (Member)

Joe Rizza Ford of Orland Park, Inc. (President) Joe Rizza Imports, Inc. d/b/a/ Joe Rizza Acura (President) JRL Alden LLC (Member) JRL Bartlett, LLC (Member) JRL Development LLC (Member) JRL II Development, Corp (Vice President) JRL Ill Development, Corp (Vice President) JRL LITH, LLC (Member) JRL Orchard, LLC (Member) Lake Napa Suewe, LLC (Manager) Mars Kensington, LLC (Member) Midwestern Financial Corporation (President) Philip Estates, LLC (Manager) Phillip J. Reinsurance (President) Rizza Buick GMC Cadillac (Chairman) The Boulevard at Central Station (South Street Dev. LLC) (Manager)

Page 4 of 7



7.08%

12.05%


Subsidiaries

None

None




percentage owned)

100.00% 100.00% 100.00% 50.00% 36.88% 42.50%

33.34% 33.00% 50.00% 41.60%

37.00% 33.34% 41.45%

100.00%

100.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 95.00% 27.00%

100.00% 95.00%

100.00% 50.00%

50.00%

Report Item 4 . Insiders


Michael F. Spaniak Northfield, IL, USA

Jill D. Voss Lombard, IL, USA



N/A

NIA


Company

Exec. VP, Corporate Secretary

Exec. VP CFO





Evergreen Bank Group (Director and EVP General Counsel)

Evergreen Bank Group (EVP and CFO}

Michael F. Michael F. Michael F.



businesses)

Spaniak Family Trust (Trustee) Spaniak Personal Trust (Trustee) Spaniak Childs Trust (Trustee}

Spaniak Investment Trust (Trustee) Spaniak 2012 Irrevocable Trust (Trustee} Spaniak Legacy Trust {Trustee}

Barbara K. Spaniak Revocable Trust (Trustee} George N. Spaniak Marital Trust (Trustee} George N. Spaniak Illinois QTIP Marital Trust (Trustee} George N. Spaniak GST Exempt Trust (Trustee) Tinker Investment Partners, LLC (Manager) Salem Asset Management, LLC (Manager} Span Mist Investments, LLC (Manager} DREIM Partners One, LLC Indy West Investment, LLC (Manager) Spaniak 2015 Investment Trust (Trustee) Spaniak 2015 lrrevoacable Trust (Trustee}

None

Page 5 of 7



6.5g%

1.10%


Subsidiaries

None

None




percentage owned)

None

100.00% 100.00% 100.00% 100.00% 100.00% 50.00%

0.00% 0.00%

0.00%

0.00% 50.00% 35.00% 25.00% 31.50% 50.00%

0.00% 0.00%

FR Y-6 Page 1Report Item 2a: Organization ChartReport Item 2b: Domestic Branch ListingReport Item 3: Securities HoldersReport Item 4: Insiders