First Northwest Bancorp — Major Shareholding Notification 2015

May 26, 2015

SC 13D 1 d13firstnorthwestbancorp.htm FIRST NORTHWEST BANCORP SCHEDULE 13D JANUARY 29, 2015 d13firstnorthwestbancorp.htm Licensed to: Breyer & Associates PC Document Created using EDGARizer 2020 5.4.6.0 Copyright 1995 - 2014 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

First Northwest Bancorp

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

335834 107

(CUSIP Number)

Karen McCormick, Executive Director

First Federal Community Foundation

105 West 8 th Street

Port Angeles, Washington 98362

(360) 457-0461

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

January 29, 2015

(Date of Event which Requires Filing this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisitions 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).

CUSIP No. 335834 107 Schedule 13D Page 2 of 5 Pages

1	NAMES OF REPORTING PERSONS First Federal Community Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 933,360
8	SHARED VOTING POWER 0
9	SOLE DISPOSITIVE POWER 933,360
10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14	TYPE OF REPORTING PERSON CO

Page 3 of 5 Pages

Item 1. Security and Issuer.

This statement relates to the common stock, $0.01 par value per share (“Common Stock”), of First Northwest Bancorp (the “Issuer”). The address of the Issuer’s principal executive offices is 105 West 8 th Street, Port Angeles, Washington 98362.

Item 2. Identity and Background.

This statement is being filed by the First Federal Community Foundation, a Washington not-for-profit corporation, which is referred to in this Schedule 13D as the “Reporting Person.” The Reporting Person’s business address is 105 West 8 th Street, Port Angeles, Washington 98362.

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 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.

Item 3. Source and Amount of Funds or Other Consideration.

No consideration was paid for the Reporting Person’s acquisition of the Common Stock. The Issuer established the Reporting Person as a charitable foundation in order to further its commitment to the local community. The Common Stock was contributed to the Reporting Person as part of the Issuer’s sale of Common Stock to the public.

Item 4. Purpose of Transaction.

The Common Stock was contributed to the Reporting Person in order to enable it to provide funding to support charitable causes and community development activities in the market areas where First Federal Savings and Loan Association of Port Angeles (“First Federal”), the financial institution subsidiary of the Issuer, has full service branches. This support will include, but not be limited to, supporting capital projects providing valuable community benefits, facilitating economic development or enhancing availability of affordable housing. As a general guideline, the Reporting Person anticipates making donations and grants in the communities served by First Federal’s full service branches.

Depending on market conditions, economic conditions and any other relevant factors, the Reporting Person may alter its holdings in the Common Stock through open market purchases or sales, or through privately negotiated transactions. The Reporting Person intends to evaluate its holdings in the Issuer on a continual basis.

The Reporting Person has no present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to

Page 4 of 5 Pages

change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

The percentages used in this Schedule 13D are calculated based on the Issuer’s 13,100,360 shares of outstanding Common Stock as of January 29, 2015, the date of the closing of the Issuer's stock offering.

(a) The Reporting Person has beneficial ownership (as defined in Rule 13d-3) of 933,360 shares, or 7.1%, of the Issuer’s Common Stock.

(b) The Reporting Person has sole voting power and sole investment power over the 933,360 shares of Common Stock reported above as beneficially owned by it.

(c) Not applicable. The Reporting Person has not sold any shares of the Issuer’s Common Stock since it acquired the Common Stock on January 29, 2015.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Person’s Articles of Incorporation contain a provision that requires the Reporting Person’s trustees to vote any shares of the Issuer owned or controlled by the Reporting Person in the same ratio as all other shares voted on each and every proposal considered by the shareholders of the Issuer.

Item 7. Material to be Filed as Exhibits.

None.

Page 5 of 5 Pages

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: May 26, 2015
By: /s/Karen McCormick
Karen McCormick
Executive Director