SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
OptimumBank Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68401P205
(CUSIP Number)
August 15, 2012
(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 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 1 of 5
| CUSIP No. 68401P205 | 13G | Page 2 of 5 |
| 1. |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ari Haas | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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
3,000,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,000,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 68401P205 | 13G | Page 3 of 5 |
| Item 1 | (a). |
Name of Issuer: | ||||||||||
| OptimumBank Holdings, Inc. | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 2477 East Commercial Blvd. Fort Lauderdale, FL 33308 |
||||||||||||
| Item 2 | (a). |
Name of Person Filing: | ||||||||||
| Ari Haas | ||||||||||||
| Item 2 | (b). |
Address of Principal Business Office, or if None, Residence: | ||||||||||
| 6028 N. Monticello Chicago, IL 60659 | ||||||||||||
| Item 2 | (c). |
Citizenship: | ||||||||||
| Ari Haas – United States citizen | ||||||||||||
| Item 2 | (d). |
Title of Class of Securities: | ||||||||||
| Common Stock | ||||||||||||
| Item 2 | (e). |
CUSIP Number: | ||||||||||
| 68401P205 | ||||||||||||
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||||||||||
| Not applicable. | ||||||||||||
| CUSIP No. 68401P205 | 13G | Page 4 of 5 |
| 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. | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 3,000,000 shares | ||||||||||
| (b) | Percent of class: | |||||||||
| 9.7% | ||||||||||
| The percentage used herein is based upon 30,900,833 shares of the Issuer’s Common Stock outstanding per the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2012. | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 3,000,000 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 3,000,000 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ¨. | ||||||||||
| 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. | Certifications. | |||||||||
| 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, other than activities solely in connection with a nomination under §240.14a–1. | ||||||||||
| CUSIP No. 68401P205 | 13G | Page 5 of 5 |
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.
| /s/Ari Haas |
| ARI HAAS |
| Date: January 10, 2013 |