Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
OptimumBank Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
68401P205
(CUSIP Number)
Heng Fai Chan
c/o Singapore eDevelopment Limited
7 Temasek Boulevard #29-01B, Suntec Tower One
Singapore 038987
011 65 6333 9181
(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
June 7, 2016
(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 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. 68401P205
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(1)
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Name of reporting person:
Heng Fai Chan
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(2)
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Check the appropriate box if a member of a group
(a) ☐ (b) ☐
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(3)
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SEC use only
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(4)
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Source of funds:
PF
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(5)
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Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of organization:
Singapore
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole Voting Power:
104,480
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(8)
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Shared Voting Power:
0
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(9)
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Sole dispositive power:
104,480
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(10)
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Shared dispositive power:
0
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(11)
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Aggregate amount beneficially owned by each reporting
person:
104,480
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(12)
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Check box if the aggregate amount in Row (11) excludes certain
shares ☐
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(13)
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Percent of class represented by amount in Row (11):
6.9%(1)
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(14)
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Type of reporting person:
IN
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(1)
Based
on 1,508,892 shares of the Issuer’s common stock issued and
outstanding as of August 14, 2018.
Item 1. Security and
Issuer.
This
statement relates to the common stock, $0.01 par value, of
OptimumBank Holdings, Inc., a Florida corporation (the
“Company”). The Company’s address is 2477 East
Commercial Boulevard, Fort Lauderdale, FL 33308 and its telephone
number is (954) 900-2800.
Item 2. Identity and
Background.
(a)
This
Schedule 13D is filed by Heng Fai Chan (the “Reporting
Person”).
(b)
The business addresses of the Reporting Person is
as follows: c/o Singapore eDevelopment Limited, 7 Temasek
Boulevard #29-01B, Suntec Tower One, Singapore 038987.
(c)
Heng
Fai Chan is the Chairman and Chief Executive Officer of Singapore
eDevelopment Limited and is the Chairman and Chief Executive
Officer of HF Enterprises Inc. The business address of Singapore
eDevelopment Limited is 7 Temasek Boulevard #29-01B, Suntec Tower
One, Singapore 038987.
(d)
The
Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
The
Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or
is 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.
(f)
Heng
Fai Chan is a citizen of Singapore.
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Item 3. Source and Amount of Funds or Other
Consideration.
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Between
February 9, 2016 and March 17, 2016, Mr. Chan purchased 11,500
shares of the Company’s common stock through a broker for a
total of $48,822.42. On June 7, 2016, Mr. Chan purchased 92,980
shares directly from the Company for $4.04 per share, for a total
purchase price of $375,639.20. All such purchases were made by Mr.
Chan with personal funds.
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Item 4. Purpose of Transaction.
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Mr.
Chan purchased the Company’s shares for investment purposes.
On June 26, 2018, Mr. Chan joined the Company’s Board of
Directors.
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Item 5. Interest in Securities of the
Issuer.
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(a)
As
of the date hereof, Mr. Chan beneficially owns 104,480 shares of
the Company’s common stock, which represents 6.9% of the
1,508,892 issued and outstanding shares of Company’s common
stock.
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(b) Mr. Chan has sole
voting and dispositive power over the shares of common stock
reported as beneficially owned by him.
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(c) The Reporting Person
has not acquired any shares of the Company’s common stock
during the previous sixty days.
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Item
6.
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None
Item
7.
Material to be Filed as Exhibits.
None
SIGNATURES
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.
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Dated:
October 19, 2018
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/s/ Heng Fai
Chan
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Name: Heng
Fai Chan
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