marlabraun13d4.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
PREMIER
FINANCIAL BANCORP, INC.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
74050M-10-5
(Cusip
Number)
Marla
Braun
13101
SW 107th
Avenue
Miami,
Florida 33176
(305)
779-5910
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
12, 2008
(Date
of Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
*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
disclosures provided in a prior cover page.
The
information required on 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
(“Act”) 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).
CUSIP
NO. 74050M-10-5
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SCHEDULE
13D/A
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Page 2 of
7
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1.
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Name
of Reporting Person:
Marla
Braun
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I.R.S.
Identification Nos. of above persons (entities only):
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions):
|
|
(a) o
(b) þ
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3.
|
SEC
Use Only:
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4.
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Source
of Funds (See Instructions):
PF
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e): o
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6.
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Citizenship
or Place of Organization:
United
States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting Power:
2,600
8. Shared
Voting Power:
175,919
9. Sole
Dispositive Power:
2,600
10. Shared
Dispositive Power:
175,919
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
178,519
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
o
|
13.
|
Percent
of Class Represented by Amount in Row (11):
2.8%
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14.
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Type
of Reporting Person (See Instructions):
IN
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CUSIP
NO. 74050M-10-5
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SCHEDULE
13D/A
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Page 3 of
7
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Item 1.
Security and
Issuer
This
Amendment No. 4 to Schedule 13D (the “Statement”) relates to the
common stock, no par value (the “Common Stock”), of Premier Financial Bancorp,
Inc., a Kentucky corporation (the “Company”) which is beneficially owned by
Marla Braun (the “Reporting Person”). The Company’s principal executive offices
are located at 2883 Fifth Avenue, Huntington, West Virginia 25702.
Item 2.
Identity and
Background
(a)
|
Marla
Braun
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(b)
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The
Reporting Person’s business address is 13101 SW 107th
Avenue, Miami, Florida 33176.
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(c)
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The
Reporting Person is a private investor.
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(d)
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The
Reporting Person during the last five years has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding been or been subject to a 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.
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(f)
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The
Reporting Person is a citizen of the United States of
America.
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Item 3.
Source and Amount of
Funds or Other Consideration
The
Reporting Person beneficially owns 178,519 shares of Common Stock in the
following manner: (i) 104,636 shares of Common Stock are held in brokerage
accounts jointly owned by the Reporting Person and her spouse; (ii) 39,965
shares of Common Stock are held in a brokerage account jointly owned by the
Reporting Person and one of her adult children (“Account One”);
(iii) 15,218 shares of Common Stock are held in a brokerage account jointly
owned by the Reporting Person and another one of her adult children (“Account
Two”); (iv) 2,600 shares of Common Stock are held in the Reporting Person’s
individual retirement account (“IRA”) (“Account Three”), and (v) 16,100
shares of Common Stock are held in a brokerage account owned by one of her adult
children and her son-in-law for which the Reporting Person maintains voting
control (“Account Four”). The Reporting Person hereby disclaims beneficial
ownership of 5,900 shares of Common Stock owned in her spouse’s IRA and 18,037
shares of Common Stock held in a brokerage account jointly owned by her spouse
and one of her adult children. Accordingly, this Statement relates to the
Reporting Person’s beneficial ownership of an aggregate of 178,519 shares of
Common Stock (the “Shares”), all of which were purchased with personal funds in
a series of open market transactions at an average cost of approximately $14.87
per share.
Item 4.
Purpose of
Transaction
The
Reporting Person intends to treat the Shares as an investment and will realize a
gain or loss, if any, on the sale of the Shares if sold.
Item 5.
Interest in Securities
of the Issuer
(a) The
Reporting Person is the beneficial owner of the Shares. Based upon the Company’s
Quarterly Report on Form 10-Q for the period ended March 31, 2008, the Shares
represent approximately 2.8% of the total number of outstanding shares of Common
Stock.
(b) The
Reporting Person shares voting and dispositive power over the Shares in the
following manner: (i) the Reporting Person shares voting and dispositive
power over 104,936 shares of Common Stock with her spouse; (ii) the
Reporting Person shares voting and dispositive power over 39,965 shares of
Common Stock with one of her adult children; and (iii) the Reporting Person
shares voting and dispositive power over 15,218 shares of Common Stock with
another one of her adult children.
CUSIP
NO. 74050M-10-5
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SCHEDULE
13D/A
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Page 4 of
7
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(c) During
the past 60 days, the Reporting Person has sold, through open market
transactions, a total of 137,634 shares of Common Stock in certain of the
transactions set forth on Exhibit A
attached hereto. In addition, Exhibit A also
includes all purchases and sales made by the Reporting Person since filing
Amendment No. 3 to the Schedule 13D/A as filed with the Commission on July 31,
2007.
(d) Not
Applicable
(e) Not
Applicable
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
There are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Person and any other person with respect to any of the
Common Stock beneficially owned by the Reporting Person.
Item 7. Material to Be Filed as
Exhibits
None
CUSIP
NO. 74050M-10-5
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SCHEDULE
13D/A
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Page 5 of
7
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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:
July 3, 2008
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/s/
Marla Braun
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Marla
Braun
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CUSIP
NO. 74050M-10-5
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SCHEDULE
13D/A
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Page 6 of
7
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EXHIBIT
A
A. The
following open market sales of the Company’s Common Stock were made by the
Reporting Person and her spouse and have not been previously
reported:
(1) On January 4, 2008,
40,000 shares of Common Stock were sold at $12.45 per share;
(2) On January 4, 2008, 5,000
shares of Common Stock were sold at $12.61 per share;
(3) On
January 4, 2008, 5,000 shares of Common Stock were sold at $12.50 per share;
and
(4) On
March 12, 2008, 50,000 shares of Common Stock were sold at $11.35 per
share.
B. The
following open market sales of the Company’s Common Stock were made for Account
One and have not been previously reported:
(1) On January 7, 2008, 10,000
shares of Common Stock were sold at $12.43 per share;
(2) On May 5, 2008, 40,000
shares of Common Stock were sold at $11.34 per share;
(3) On May 13, 2008, 1,384
shares of Common Stock were sold at $12.25 per share;
(4) On June 2, 2008, 100
shares of Common Stock were sold at $11.34 per share;
(5) On June 2, 2008, 100
shares of Common Stock were sold at $11.37 per share;
(6) On June 2, 2008, 100
shares of Common Stock were sold at $11.36 per share;
(7) On June 2, 2008, 328
shares of Common Stock were sold at $11.43 per share;
(8) On June 2, 2008, 5,372
shares of Common Stock were sold at $11.33 per share;
(9) On June 6, 2008, 290
shares of Common Stock were sold at $11.40 per share;
(10) On June 24, 2008, 4,000
shares of Common Stock were sold at $11.46 per share;
(11) On June 25, 2008, 1,800
shares of Common Stock were sold at $11.33 per share;
(12) On June 25, 2008, 5,700
shares of Common Stock were sold at $11.38 per share; and
(13) On June 26, 2008, 2,100
shares of Common Stock were sold at $11.15 per share.
C. The
following open market transactions of the Company’s Common Stock were made for
Account Two and have not been previously reported:
(1) On
August 13, 2007, 2,000 shares of Common Stock were purchased at $14.35 per
share;
(2) On
August 17, 2007, 673 shares of Common Stock were purchased at $14.35 per
share;
(3) On
August 24, 2007, 5,000 shares of Common Stock were purchased at $14.10 per
share;
(4) On
November 13, 2007, 1,800 shares of Common Stock were sold at $12.90 per
share;
(5) On
May 8, 2008, 4,000 shares of Common Stock were sold at $11.98 per
share;
(6)
On May 14, 2008,
4,752 shares of Common Stock were sold at $12.03 per share;
(7)
On June 9, 2008,
1,008 shares of Common Stock were sold at $11.15 per share;
(8)
On June 9, 2008, 100
shares of Common Stock were sold at $11.16 per share;
(9)
On June 9, 2008,
2,500 shares of Common Stock were sold at $10.93 per share;
(10) On June 10, 2008, 40,000
shares of Common Stock were sold at $11.00 per share;
(11) On June 20, 2008, 1,000
shares of Common Stock were sold at $11.67 per share;
(12) On June 20, 2008, 1,000
shares of Common Stock were sold at $11.58 per share;
(13) On June 20, 2008, 1,000
shares of Common Stock were sold at $11.60 per share;
(14) On June 27, 2008, 20,000
shares of Common Stock were sold at $10.94 per share;
(15) On June 27, 2008, 1,000
shares of Common Stock were sold at $11.08 per share; and
(16) On
July 1, 2008, 28,781 shares of Common Stock were sold at $10.88 per
share.
D. The
following open market purchases of the Company’s Common Stock were made for
Account Four and have not been previously reported:
(1) On November 5, 2007, 300
shares of Common Stock were purchased at $13.00 per share;
(2) On January 24, 2008, 200
shares of Common Stock were purchased at $13.00 per share;
(3) On January 25, 2008, 100
shares of Common Stock were purchased at $13.00 per share;
(4) On February 7, 2008, 100
shares of Common Stock were purchased at $12.99 per share;
(5) On February 11, 2008, 100
shares of Common Stock were purchased at $12.60 per share;
(6) On February 14, 2008, 200
shares of Common Stock were purchased at $13.24 per share;
CUSIP
NO. 74050M-10-5
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SCHEDULE
13D/A
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Page 7 of
7
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EXHIBIT A -
Continued
(7) On February 19, 2008, 200
shares of Common Stock were purchased at $12.99 per share;
(8) On February 21, 2008, 100
shares of Common Stock were purchased at $12.99 per share;
(9) On February 26, 2008, 100
shares of Common Stock were purchased at $12.68 per share;
(10)
On February 27, 2008, 100
shares of Common Stock were purchased at $12.64 per share;
(11) On February 28, 2008, 100 shares
of Common Stock were purchased at $13.19 per share;
(12) On March 3, 2008, 100 shares of Common
Stock were purchased at $12.84 per share;
(13) On March 4, 2008, 1,300
shares of Common Stock were purchased at $11.99 per share;
(14) On March 4, 2008, 3,000
shares of Common Stock were purchased at $12.07 per share;
(15) On
March 5, 2008, 350 shares of Common Stock were purchased at $12.65 per
share;
(16) On
March 6, 2008, 100 shares of Common Stock were purchased at $12.77 per
share;
(17) On
March 7, 2008, 100 shares of Common Stock were purchased at $12.00 per
share;
(18) On March 11, 2008, 100
shares of Common Stock were purchased at $12.16 per share;
(19) On March 12, 2008, 100
shares of Common Stock were purchased at $12.24 per share;
(20) On March 14, 2008, 100
shares of Common Stock were purchased at $11.85 per share;
(21) On March 17, 2008, 200
shares of Common Stock were purchased at $11.80 per share;
(22) On March 18, 2008, 100
shares of Common Stock were purchased at $11.80 per share;
(23) On March 19, 2008, 250
shares of Common Stock were purchased at $11.67 per share;
(24) On March 20, 2008, 200
shares of Common Stock were purchased at $11.69 per share;
(25) On March 27, 2008, 100
shares of Common Stock were purchased at $11.64 per share;
(26) On March 28, 2008, 100
shares of Common Stock were purchased at $11.61 per share;
(27) On March 28, 2008, 100
shares of Common Stock were purchased at $11.77 per share;
(28) On April 1, 2008, 100
shares of Common Stock were purchased at $11.81 per share;
(29) On April 3, 2008, 600
shares of Common Stock were purchased at $11.87 per share;
(30) On April 4, 2008, 200
shares of Common Stock were purchased at $11.90 per share;
(31) On April 29, 2008, 100
shares of Common Stock were purchased at $11.90 per share; and
(32) On April 30, 2008, 100
shares of Common Stock were purchased at $11.93 per share.