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UCFC > SEC Filings for UCFC > Form 8-K on 14-Dec-2011All Recent SEC Filings




Unregistered Sale of Equity Securities, Financial Statements and

Item 3.02. Unregistered Sales of Equity Securities.

On December 12, 2011, United Community Financial Corp. sold 1,597,290 common shares of UCFC at a price of $1.35 per share to an accredited investor (as that term is defined in Regulation D under the Securities Act of 1933, as amended) pursuant to a Subscription Agreement between the investor and UCFC dated December 12, 2011.

The aggregate proceeds from the sale were $2,156,341.50. Through its purchase of 1,597,290 common shares of UCFC, the investor, which did not own any UCFC securities prior to the sale, now owns approximately 4.9% of UCFC's total outstanding common shares.

The shares of UCFC common stock sold in this offering were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The offering was made solely to "accredited investors," as that term is defined in Regulation D under the Securities Act. The UCFC common shares sold in this offering may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

             September 30,                                        September 30,
Number       Description

99           Press Release of United Community dated
             December 14, 2011.                                   Included herewith.

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