UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
CAMCO FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK, $1.00 Par Value
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(Title of Class of Securities)
132618109
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(CUSIP Number)
DECEMBER 31, 2012
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(Date of Event which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[X] RULE 13D-1(B)
[ ] 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 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 (THE "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).
Page 1 of 6 Pages
CUSIP NO. 132618109
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gator Financial Partners, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF NONE
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 610,000
PERSON -------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
NONE
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8 SHARED DISPOSITIVE POWER
610,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
610,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] (SEE INSTRUCTIONS)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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Page 2 of 6 Pages
CUSIP NO. 132618109
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- --------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gator Capital Management, LLC
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF NONE
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 610,000
PERSON -------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
NONE
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8 SHARED DISPOSITIVE POWER
753,217
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,217
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] (SEE INSTRUCTIONS)
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11 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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Page 3 of 6 Pages
ITEM 1(A) NAME OF ISSUER: Camco Financial Corporation
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
814 Wheeling Avenue
Cambridge, Ohio 43725
ITEM 2(a) NAME OF PERSON FILING:
(i) Gator Financial Partners, LLC (Gator Financial),
with respect to shares of Common Stock directly
owned by it.
(ii) Gator Capital Management, LLC (Gator Capital) with
respect to the shares of Common Stock beneficially
owned by it and as the investment manager of Gator
Financial, with respect to the shares of Common Stock
directly owned by Gator Financial and with respect to
shares of Common Stock directly owned by Gator Capital
separate client accounts.
The foregoing persons are hereinafter sometimes
collectively referred to as the Reporting Persons. Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and believe after
making inquiry to the appropriate party.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
The address of the business office of each of the Reporting
Persons is 100 S. Ashley Drive, Suite 895, Tampa, Florida
33602
ITEM 2(c) CITIZENSHIP:
Gator Financial and Gator Capital are both limited liability
companies organized under the laws of the State of Delaware.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $1.00 Par Value
ITEM 2(e) CUSIP NUMBER: 132618109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR SS.
240.13d-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
Page 4 of 6 Pages
(d) [ ] 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
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP:
This Statement is being filed with respect to an aggregate of 753,217
shares of Common Stock, comprised of 505,992 shares of Common Stock
and 247,225 immediately exercisable warrants, with each warrant
providing the warrant holder with the right to purchase one share of
Common Stock at $2.10 per share. Beneficial ownership of the Common
Stock is as follows:
1. Gator Financial Partners, LLC
(a) Amount Beneficially owned: 610,000
(b) Percent of Class: 4.6%
The percentages used herein and in the rest of Item 4 are
calculated based upon the 13,233,036 shares of Common Stock issued
and outstanding as of December 31, 2012, as disclosed in the
Issuer's Form 8-K for the quarter and full year ended
December 31, 2012, as filed with the Securities and Exchange
Commission (SEC) on January 31, 2013.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 610,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 610,000
2. Gator Capital Management, LLC
(a) Amount Beneficially owned: 753,217
(b) Percent of Class: 5.6%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 610,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 753,217
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
Page 5 of 6 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Gator Capital, the investment manager of Gator Financial, has the
power to direct the affairs of Gator Financial, including the voting
and disposition of shares. As the discretionary investment manager of
certain other separate client accounts, Gator Capital has power to
direct the disposition of shares held by the separate client accounts.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON. N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 2.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A
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 hereby certify that the information set forth in this statement
is true, complete and correct.
February 20, 2013
/s/ Derek Steven Pilecki
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Derek Steven Pilecki, as Managing
Member of Gator Capital Management,
LLC, for itself and as the
investment manager of Gator
Financial Partners, LLC and for
certain other accounts
Page 6 of 6 Pages