UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Plumas Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
729273102
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ 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 (“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).
13G
| CUSIP No. 729273102 | Page 2 of 9 |
| 1 | Names of reporting persons
Siena Capital Partners I, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 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
267,369 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
267,369 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
267,369 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
5.6%(1) | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
| (1) | Based on 4,795,139 shares of Common Stock outstanding as of November 3, 2014, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2014. |
13G
| CUSIP No. 729273102 | Page 3 of 9 |
| 1 | Names of reporting persons
Siena Capital Partners Accredited, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 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
7,680 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
7,680 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
7,680 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
0.2%(1) | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
| (1) | Based on 4,795,139 shares of Common Stock outstanding as of November 3, 2014, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2014. |
13G
| CUSIP No. 729273102 | Page 4 of 9 |
| 1 | Names of reporting persons
Siena Capital Management, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 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
275,049 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
275,049 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
275,049 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
5.7%(1) | |||||
| 12 | Type of reporting person (see instructions)
OO | |||||
| (1) | Based on 4,795,139 shares of Common Stock outstanding as of November 3, 2014, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2014. |
| 13G
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| CUSIP No. 729273102 | Page 5 of 9 |
| Item 1(a) | Name of Issuer: |
Plumas Bancorp
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
35 S. Lindan Avenue
Quincy, California 95971
| Item 2(a) | Name of Person Filing: |
| (i) | Siena Capital Partners I, L.P. |
| (ii) | Siena Capital Partners Accredited, L.P. |
| (iii) | Siena Capital Management, LLC |
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
100 N. Riverside Plaza, Suite 1630
Chicago, Illinois 60606
| Item 2(c) | Citizenship: |
| (i) | Siena Capital Partners I, L.P. is a Delaware limited partnership. |
| (ii) | Siena Capital Partners Accredited, L.P. is a Delaware limited partnership. |
| (iii) | Siena Capital Management, LLC is a Delaware limited liability company. |
| Item 2(d) | Title of Class of Securities: |
Common Stock, no par value (“Common Stock”)
| Item 2(e) | CUSIP Number: |
729273102
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (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 §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| 13G
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| CUSIP No. 729273102 | Page 6 of 9 |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ¨ | A savings associations 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 §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4. | Ownership |
| (a) | Amount beneficially owned: As of December 31, 2014, Siena Capital Partners I, L.P. may be deemed to beneficially own 267,369 shares of Common Stock of Plumas Bancorp (the “Issuer”), Siena Capital Partners Accredited, L.P. may be deemed to own 7,680 shares of Common Stock of the Issuer and Siena Capital Management, LLC may be deemed to beneficially own 275,049 shares of Common Stock of the Issuer. Siena Capital Management is the general partner of Siena Capital Partners I, L.P. and Siena Capital Partners Accredited, L.P. |
| (b) | Percent of class: Siena Capital Partners I, L.P. may be deemed to beneficially own 5.6% of the Common Stock of the Issuer, Siena Capital Partners Accredited, L.P. may be deemed to own 0.2% of the Common Stock of the Issuer and Siena Capital Management, LLC may be deemed to beneficially own 5.7% of the Common Stock of the Issuer. The percentages are based on 4,795,139 shares of Common Stock outstanding as of November 3, 2014, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2014. |
| (c) | Number of shares as to which Siena Capital Partners I, L.P. has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 267,369. |
| (iii) | Sole power to dispose or direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 267,369. |
Number of shares as to which Siena Capital Partners Accredited, L.P. has:
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 7,680. |
| (iii) | Sole power to dispose or direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 7,680. |
| 13G
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| CUSIP No. 729273102 | Page 7 of 9 |
Number of shares as to which Siena Capital Management, LLC has:
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 275,049. |
| (iii) | Sole power to dispose or direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 275,049. |
Each of Siena Capital Partners I, L.P. and Siena Capital Partners Accredited, L.P. disclaims beneficial ownership over the shares of Common Stock beneficially owned by the other.
| 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 |
Not Applicable.
| 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.
| 13G
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| CUSIP No. 729273102 | Page 8 of 9 |
| Item 10. | Certification |
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.
| 13G
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| CUSIP No. 729273102 | Page 9 of 9 |
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: March 2, 2015
| SIENA CAPITAL PARTNERS I, L.P. | ||||||
| By: | Siena Capital Management, LLC, its General Partner | |||||
| By: | /s/ Daniel Kanter | |||||
| Name: | Daniel Kanter | |||||
| Title: | President | |||||
| SIENA CAPITAL PARTNERS ACCREDITED, L.P. | ||||||
| By: | Siena Capital Management, LLC, its General Partner | |||||
| By: | /s/ Daniel Kanter | |||||
| Name: | Daniel Kanter | |||||
| Title: | President | |||||
| SIENA CAPITAL MANAGEMENT, LLC | ||||||
| By: | /s/ Daniel Kanter | |||||
| Name: | Daniel Kanter | |||||
| Title: | President | |||||