Amendment No. 6 to Schedule 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

0

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Broadway Financial Corporation

(Name of Issuer)

Common Stock, par value

$0.01 per share

(Title of Class of Securities)

111444-10-5

(CUSIP Number)

Steven A. Sugarman

16845 Von Karman Avenue

Suite #200

Irvine, CA 92606

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 19, 2020

(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 which 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. 111444-10-5		SC 13D/A		Page 2 of 8


1		NAMES OF REPORTING PERSONS Steven A. Sugarman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


CUSIP No. 111444-10-5		SC 13D/A		Page 3 of 8


1		NAMES OF REPORTING PERSONS Sugarman Enterprises, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


CUSIP No. 111444-10-5		SC 13D/A		Page 4 of 8


1		NAMES OF REPORTING PERSONS TCC Manager, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


CUSIP No. 111444-10-5		SC 13D/A		Page 5 of 8


1		NAMES OF REPORTING PERSONS The Capital Corps, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


CUSIP No. 111444-10-5		SC 13D/A		Page 6 of 8


1		NAMES OF REPORTING PERSONS Commerce Home Mortgage, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


CUSIP No. 111444-10-5		SC 13D/A		Page 7 of 8

INTRODUCTION

This Amendment No. 6 (this “Amendment”) to the Schedule 13D relating to shares of common stock, par value $0.01 per share, of Broadway Financial Corporation (the “Registrant”), hereby amends the Schedule 13D filed with the Securities and Exchange Commission by The Capital Corps, LLC, Steven A. Sugarman, Sugarman Enterprises, Inc., TCC Manager, LLC and Commerce Home Mortgage, LLC (the “Reporting Persons”) on February 10, 2020, as amended by Amendment No. 1 filed on February 19, 2020, Amendment No. 2 filed on April 9, 2020, Amendment No. 3 filed on April 14, 2020, Amendment No. 4 filed on May 8, 2020, and Amendment No. 5 filed on May 29, 2020 (collectively, the “Prior Schedule 13D” and together with this Amendment, the “Schedule 13D”).

This Amendment is the final amendment to the Schedule 13D and an exit filing for each of the Reporting Persons. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Prior Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Prior Schedule 13D is hereby amended to add the following at the end thereof:

Between June 17, 2020 and June 19, 2020, Commerce Home Mortgage, LLC sold all 1,846,154 shares of voting common stock directly owned by it at a weighted-average share price of $2.59 per share.

On June 22, 2020, The Capital Corps, LLC (“Capital Corps”) delivered a Letter to the Company, a copy of which is filed as Exhibit 99.1 to this Amendment and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Prior Schedule 13D is amended and restated as follows:

(a)-(b) As a result of the transactions described in Item 4 herein, the Reporting Persons no longer beneficially own any securities of the Registrant, nor do any of the Reporting Persons have sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Registrant, and therefore their obligation to file further amendments to this Schedule 13D has terminated.

(c) Except as described in this Schedule 13D, none of the Reporting Persons has effected any transactions in shares of voting common stock of the Registrant during the past 60 days.

(d) Not applicable.

(e) See Item 4.


Exhibit No.		Description

99.1		Letter from The Capital Corps, LLC to the Registrant dated June 22, 2020


CUSIP No. 111444-10-5		SC 13D/A		Page 8 of 8

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.

Dated: June 23, 2020


/s/ Steven A. Sugarman
Steven A. Sugarman

SUGARMAN ENTERPRISES, INC.

By:		/s/ Steven A. Sugarman
		Name: Steven A. Sugarman
		Title: President

TCC MANAGER, LLC

By: Sugarman Enterprises, Inc., as its Manager

By:		/s/ Steven A. Sugarman
		Name: Steven A. Sugarman
		Title: President

THE CAPITAL CORPS, LLC

By: TCC Manager, LLC, as its Manager

By:		/s/ Carlos P. Salas
		Name: Carlos P. Salas
		Title: President

COMMERCE HOME MORTGAGE, LLC

By: The Capital Corps, LLC, as its Manager

By: TCC Manager, LLC, as its Manager

By:		/s/ Carlos P. Salas
		Name: Carlos P. Salas
		Title: President

Exhibit 99.1

LOGO

June 22, 2020

The Board of Directors

Broadway Financial Corporation

5055 Wilshire Boulevard, Suite 500

Los Angeles, CA 90036

Gentlemen:

The Capital Corps LLC and its subsidiary Commerce Home Mortgage LLC (together “The Capital Corps”) are heartened to see the groundswell of support for our mission of financing African-American homeowners and small business owners underserved by traditional banks. It speaks to the importance of Broadway’s founding mission and the bank’s legacy of serving Los Angeles’ Black community.

The Wall Street Journal reported that socially responsible investors have shown an outpouring of support for Broadway in commemoration of Juneteenth through their acquisition of its public common stock over the past week. We believe that the current enthusiasm for socially responsible investing and its impact on Broadway’s stock underscores the urgency of shareholder demands for Broadway to be accountable to Los Angeles’ African-American communities. The Capital Corps fervently hopes that your board and management hear the market’s voice and recommit Broadway to serving the African-American and minority communities that its shareholders clearly seek to serve.

Broadway must abandon its exclusive focus on financing wealthy landlords that threaten the further gentrification of Los Angeles’ minority communities. Broadway must work to meet its obligations as the largest and oldest bank traditionally serving the needs of African-Americans in California including, most fundamentally, by providing loans to African-Americans.

The Capital Corps is one of America’s largest Community Development Financial Institutions (CDFIs). Our mission is to responsibly provide credit to African-American, Latino, and low-income borrowers pursuing their dreams. We continue to stand ready to provide Broadway at least $1 million in pro bono services and technical assistance to enable Broadway to re-launch residential, consumer, and small-business lending to Los Angeles’ African-American community. It is not too late to reverse Broadway’s misguided decision to cease providing consumer and small business loans to African-American borrowers who are desperately in need of financing.

Unfortunately, the actions of Broadway’s board and management continue to fall short of the expectations of its socially minded shareholders. Therefore, we reiterate our call for Broadway to meet its obligations to the communities it was founded to serve. For instance:

•

Broadway appears to have made virtually (or actually) zero loans to African-American borrowers in recent years up to and including 2020. We believe that Broadway should pledge to ensure that at least one-third of its lending is to African-American borrowers by 2021.

https://www.thecapitalcorps.com

•

Broadway is a Community Development Financial Institution that is certified by the Department of the Treasury to finance certain target borrowers. Unlike The Capital Corps, Broadway does not list African-American borrowers as one of the target markets it is certified to finance. We believe that Broadway should pledge to immediately add African-Americans to the list of borrowers it is certified by the United States Department of the Treasury to include in its list of target borrowers.

•

Broadway has demonstrated it can attract significant investor capital by inducing socially responsible investors to acquire almost 200 million shares of the company’s stock in a single week. However, Broadway continues to be effectively controlled by a New York hedge fund, Gapstow Capital, that has no African-American ownership or leadership of which we are aware. We believe that Broadway should pledge to replace Gapstow with one or more CDFIs, socially responsible investors, or African-American investors who share the mission of Broadway’s other investors to make true the Wall Street Journal’s inapt description of Broadway as one of America’s “black-owned public companies”.

•

Despite the numerous highly qualified minority-owned investment banking and law firms seeking to serve clients like Broadway, Broadway has elected to be served by firms with limited African-American ownership, leadership, or partners. We believe that Broadway should pledge to hire minority-owned law firms, investment banks, and professional service providers in the future.

It was also disappointing to us that neither Broadway nor its advisors were sufficiently in tune with its investors or current social dynamics to enable Broadway to benefit from the massive public display of support. A more prepared Board would have had a shelf registration in place. Investors have shown that they were willing to pay over $7 per share for millions of shares of Broadway’s stock. Had Broadway’s board been able to issue new shares at these prices, book value per share would have significantly increased, Broadway’s concentration issues would have been eliminated, and the bank would have been able to expand its lending and banking services to African-American consumers throughout Los Angeles. This failure represents yet another tragic lost opportunity for both Broadway and Los Angeles’ African-American community.

The Capital Corps has decided to exit its investment in Broadway because of its board’s refusal to date to put shareholder interests—and those of the communities Broadway was founded to serve—above those of insiders. The Board’s refusal to accept thoughtful advice which would enable the bank to begin to serve the African-American community and reap the benefits that it is so uniquely positioned to capture is both unfortunate and disappointing. We have decided to redeploy our capital and profits into investments that directly lend to African-American, minority and low-income communities that continue to be so severely underserved by today’s banks, including by Broadway.

In addition, we believe that the significant acquisitions of Broadway stock last week by parties acting, coordinating, and trading to further their common goals and agenda constitute a triggering event under the Shareholder Rights Plan implemented by the board in September 2019. We will be providing the Board additional correspondence relating to The Capital Corps’ rights under the Shareholder Rights Plan, including our rights related to the issuance of preferred shares in respect thereof, and look forward to discussing the same with Broadway.

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We wish Broadway every success, principally because we believe that if it returns to its historic mission, it can do a great deal of good in the communities that we seek to serve. We will continue to fulfill our own mission providing residential and small business loans to minority and low-income consumers, and will stand ready to assist Broadway—as we have—should management, the board, or the shareholders decide to heed the call of the bank’s new investor base.

Sincerely,

THE CAPITAL CORPS, LLC

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