SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. __)*

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)

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           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).

 

 

 

Item 1.

(a)

Name of Issuer:

C&F FINANCIAL CORPORATION

(b)

Address of Issuer’s Principal Executive Offices:

802 Main Street

West Point, VA 23181

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by Magnolia Capital Fund, LP (“MCF”), The Magnolia Group, LLC (“TMG”), a registered investment adviser, and Adam K. Peterson (each, a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of common stock, par value $1.00 per share of the Issuer (the “Common Stock”) owned directly by MCF.

TMG is the general partner of MCF. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson may each exercise voting and dispositive power over the Common Stock held by MCF and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by MCF. TMG and Mr. Peterson disclaim beneficial ownership of the Common Stock.

(b)

Address of Principal Business Office or, if None, Residence:

1411 Harney Street, Suite 200

Omaha, Nebraska 68102

(c)

Citizenship:

MCF is a Delaware limited partnership. TMG is an Oklahoma limited liability company and registered investment adviser. Mr. Peterson is a U.S. citizen.

(d)

Title of Class of Securities:

Common Stock, par value $1.00 per share

(e)

CUSIP Number:

12466Q104

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:

(a)

[   ]

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

[   ]

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

[   ]

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

[   ]

Investment company registered under Section 8 of the Investment Company Act.

(e

[   ]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[   ]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

[   ]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[   ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

[   ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

[   ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership.

(a)	Amount Beneficially Owned

Mr. Peterson may be deemed the beneficial owner of 171,962 shares of Common Stock held for the account of MCF.

TMG may be deemed the beneficial owner of 171,962 shares of Common Stock held for the account of MCF.

MCF may be deemed the beneficial owner of 171,962 shares of Common Stock that it holds.

(b)	Percent of Class

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein have been determined by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons by 3,391,468, the number of shares of Common Stock outstanding as of November 3, 2015, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on November 6, 2015 with the Securities and Exchange Commission.

(c)	Number of shares as to which such person has voting and dispositive power.

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

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  [   ]

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.

SCHEDULE 13G

EXHIBIT INDEX TO SCHEDULE 13G

Joint Filing Agreement, dated as of November 16, 2015, by and between Magnolia  Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson.

Magnolia Capital Fund, LP
By:	The Magnolia Group, LLC, General Partner
By:	/s/ Adam K. Peterson
	Adam K. Peterson, Manager
The Magnolia Group, LLC
By:	/s/ Adam K. Peterson
	Adam K. Peterson, Manager
By:	/s/ Adam K. Peterson
	Adam K. Peterson,