Sec Form 13D Filing - LEE SANG YOUNG filing for PCB BANCORP (PCB) - 2023-05-09

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No: 3)*

PCB BANCORP
(Name of Issuer)

COMMON STOCK NO PAR VALUE
(Title of Class of Securities)

69320M109
(CUSIP Number)

Timothy Chang
Executive Vice President & Chief Financial Officer
PCB Bancorp
3701 Wilshire Boulevard, Suite 900
Los Angeles, CA 90010
(213) 210-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 9, 2023
(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.  ¨

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).




Page 2 of 6 Pages
CUSIP No. 69406T408
1NAME OF REPORTING PERSON

LEE, SANG YOUNG
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3SEC USE ONLY
4SOURCE OF FUNDS

WC PF
5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)¨
6CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7SOLE VOTING POWER

4,840
8SHARED VOTING POWER

1,798,060
9SOLE DISPOSITIVE POWER

4,840
10SHARED DISPOSITIVE POWER

1,798,060
11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,802,900
12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.59%
14TYPE OF REPORTING PERSON

IN



Page 3 of 6 Pages
CUSIP No. 69406T408
1NAME OF REPORTING PERSON

LEE'S GOLD AND DIAMOND IMPORT, INC. (EIN NO. 95-4159457)
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3SEC USE ONLY
4SOURCE OF FUNDS

WC
5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)¨
6CITIZENSHIP OR PLACE OF ORGANIZATION

CALIFORNIA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7SOLE VOTING POWER

416,016
8SHARED VOTING POWER

0
9SOLE DISPOSITIVE POWER

416,016
10SHARED DISPOSITIVE POWER

0
11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

416,016
12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨
13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.91%
14TYPE OF REPORTING PERSON

CO




Page 4 of 6 Pages
CUSIP No. 69406T408
1NAME OF REPORTING PERSON

SANG YOUNG LEE & CHUN YOUNG LEE TR UA 04/22/1999 LEE FAMILY TRUST
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3SEC USE ONLY
4SOURCE OF FUNDS

OO
5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)¨
6CITIZENSHIP OR PLACE OF ORGANIZATION

CALIFORNIA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7SOLE VOTING POWER

0
8SHARED VOTING POWER

1,382,044
9SOLE DISPOSITIVE POWER

0
10SHARED DISPOSITIVE POWER

1,382,044
11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,382,044
12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨
13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.65%
14TYPE OF REPORTING PERSON

OO





Page 5 of 6 Pages
The following constitutes Amendment No. 3 to the Schedule 13D and 13D/A filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D filed on August 20, 2018 and Schedule 13D/A filed on May 13, 2021 and November 1, 2022, as specifically set forth herein.

This Amendment No. 3 is being filed to reflect a change in the percentage of outstanding shares of PCB Bancorp held by the undersigned and resulting from the Company’s share repurchase activity and the additional 87,252 shares acquired through open-market purchases, which combined had an aggregate effect of increasing the undersigned’s beneficial ownership by 1% of the outstanding shares of PCB Bancorp from that previously reported.

As of the filing of the Schedule 13D/A on November 1, 2022, the undersigned collectively owned 1,715,648 shares of PCB Bancorp common stock, which represented 11.59% of the outstanding shares of PCB Bancorp. The additional 87,252 shares represented an increase of less than 1% of PCB Bancorp outstanding beneficially owned by the undersigned. However, as a result of recent repurchase activity by PCB Bancorp, the aggregate change in the percentage of outstanding shares of PCB Bancorp that the undersigned’s holding represents has increased to 12.59%, causing the need to file this Amendment No. 3.



Page 6 of 6 Pages
Signatures
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Date:May 9, 2023Signature:/s/ Timothy Chang attorney-in-fact for Sang Young Lee
Name:Timothy Change
Title:Executive Vice President and Chief Financial Officer of
PCB Bancorp and Pacific City Bank