UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

  

AMERICAN RIVER BANKSHARES
(Name of Issuer)

 

Common Stock, no par value
(Title of Class of Securities)

 

029326105
(CUSIP Number)

 

December 31, 2018
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

 

x Rule 13d-1(c)

 

o 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).

 
 

CUSIP No. 029326105    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Ryan Heslop  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  o
    (b)  x
     
3. SEC USE ONLY  
     
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5. SOLE VOTING POWER  
     
  0  
     
6. SHARED VOTING POWER  
     
  326,203  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  326,203  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  326,203  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  5.5%1  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  IN  

 

 

1 Based on 5,884,855 shares of Common Stock of the Company outstanding as of May 3, 2018.

 
 

CUSIP No. 029326105    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Ariel Warszawski  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  o
    (b)  x
     
3. SEC USE ONLY  
     
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5. SOLE VOTING POWER  
     
  0  
     
6. SHARED VOTING POWER  
     
  326,203  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  326,203  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  326,203  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  5.5%1  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  IN  

 

 

1 Based on 5,884,855 shares of Common Stock of the Company outstanding as of May 3, 2018.

 
 

CUSIP No. 029326105    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Firefly Value Partners, LP  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  o
    (b)  x
     
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  
     
  326,203  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  326,203  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  326,203  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  5.5%1  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  PN, IA  

 

 

1 Based on 5,884,855 shares of Common Stock of the Company outstanding as of May 3, 2018.

 
 

CUSIP No. 029326105    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  FVP GP, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  o
    (b)  x
     
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  
     
  326,203  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  326,203  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  326,203  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  5.5%1  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  OO  

 

 

1 Based on 5,884,855 shares of Common Stock of the Company outstanding as of May 3, 2018.

 
 

CUSIP No. 029326105    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Firefly Management Company GP, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  o
    (b)  x
     
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  
     
  326,203  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  326,203  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  326,203  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  5.5%1  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  OO  

 

 

1 Based on 5,884,855 shares of Common Stock of the Company outstanding as of May 3, 2018.

 
 

CUSIP No. 029326105    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  FVP Master Fund, L.P.  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  o
    (b)  x
     
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  
     
  326,203  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  326,203  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  326,203  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  5.5%1  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  PN  

 

 

1 Based on 5,884,855 shares of Common Stock of the Company outstanding as of May 3, 2018.

 
 

CUSIP No. 029326105    

 

Item 1. (a). Name of Issuer:  
       
   

American River Bankshares

 

  

 

  (b). Address of issuer’s principal executive offices:  
       
   

3100 Zinfandel Drive

Suite 450

Rancho Cordova, CA 95670

 

  

 

Item 2. (a). Name of person filing:  
       
   

This Amendment No. 1 (this “Amendment”) to the original Schedule 13G filed on February 14, 2018, as amended (this “Statement”), is being filed by:  (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager of FVP Master Fund, (iii) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of FVP Master Fund, (iv) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners, and (v) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing, collectively, “Reporting Persons”).  FVP Master Fund is a private investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments.  FVP Master Fund directly owns all of the shares reported in this Statement.  Messrs. Heslop and Warszawski, Firefly Partners, Firefly Management and FVP GP may be deemed to share with FVP Master Fund voting and dispositive power with respect to such shares.

 

  

 

  (b). Address or principal business office or, if none, residence:  
       
   

The Principal Business Office of FVP Master Fund is:

c/o dms Corporate Services, Ltd.

P.O. Box 1344

dms House

20 Genesis Close

Grand Cayman, KY1-1108

Cayman Islands

 

The Principal Business Officer of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP and Firefly Management is:

 

601 West 26th Street, Suite 1520

New York, NY 10001

 

  

 

  (c). Citizenship:  
       
   

For citizenship information see Item 4 of the cover sheet of each Reporting Person.

 

  

 

  (d). Title of class of securities:  
       
   

Common Stock, no par value

 

  

 

  (e). CUSIP No.:  
       
   

029326105

 

  

 
 

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) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

  (e) x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

  (f) o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

  (i) o 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) o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

  (k) o Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

   

 

Item 4. Ownership.

 

  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2.  The percentage ownership of each Reporting Person is based on 5,884,855 shares of Common Stock outstanding as of May 3, 2018, as reported in the Issuer’s quarterly report on Form 10-Q/A filed on November 7, 2018.
   

 

  Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
   

 
 

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.
   

 

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.
   

 
 

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.

  February 14,  2019
            (Date)
   
  /s/ Ariel Warszawski
          (Signature)
   
  Ryan Heslop
  Ariel Warszawski
  Firefly Value Partners, LP
  FVP GP, LLC
  Firefly Management Company GP, LLC
  FVP Master Fund, L.P.
  (Name/Title)

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Date: February 14, 2019 By:   /s/ Ariel Warszawski  
  Ariel Warszawski, for himself and as Managing Member
of FVP GP (for itself and as general partner of FVP
Master Fund) and Firefly Management (for itself and as
general partner of Firefly Partners)