Form SC 13D/A BROADWAY FINANCIAL CORP Filed by: Capital Corps, LLC

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.

NAMES OF REPORTING PERSONS

Steven A. Sugarman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,846,154¹

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,846,154¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,846,154 (see Item 5)¹

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.66%²

TYPE OF REPORTING PERSON (See Instructions)

IN

As of the date hereof, Mr. Sugarman directly owns no shares of common stock, par value $0.01 per share (“Shares”), of the Registrant. However, as a result of wholly-owning Sugarman Enterprises, Inc. (“Enterprises”), which controls TCC Manager, LLC (“Manager”), which controls The Capital Corps, LLC (“Capital”), which wholly owns Commerce Home Mortgage (“Commerce”), Mr. Sugarman may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 (“Rule 13d-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Sugarman has an indirect interest in a portion of the same 1,846,154 Shares already reported above by virtue of an indirect ownership in Capital. Pursuant to Rule 13d-4 (“Rule 13d-4”) under the Exchange Act, Mr. Sugarman disclaims all such beneficial ownership except to the extent of his pecuniary interest therein.

Calculation of percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Registrant’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 13, 2019 (the “Form 10-Q”), which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Mr. Sugarman.

NAMES OF REPORTING PERSONS

Sugarman Enterprises, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,846,154³

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,846,154³

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,846,154 (see Item 5)³

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.66%⁴

TYPE OF REPORTING PERSON (See Instructions)

HC

As of the date hereof, Enterprises directly owns no Shares. However, as a result of being in control of Manager, which controls Capital, which wholly owns Commerce, Enterprises may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Enterprises disclaims all such beneficial ownership except to the extent of its pecuniary interest therein.

Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Manager.

NAMES OF REPORTING PERSONS

TCC Manager, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,846,154⁵

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,846,154⁵

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,846,154 (see Item 5)⁵

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.66%⁶

TYPE OF REPORTING PERSON (See Instructions)

HC

As of the date hereof, Manager directly owns no Shares. However, as a result of being in control of Capital, which wholly owns Commerce, Manager may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Manager disclaims all such beneficial ownership. Pursuant to the internal structures of the Reporting Persons, Manager retains express, full and exclusive control over the voting and disposition of the shares owned by Commerce, which control is exercised by and thus shared with Mr. Sugarman and Enterprises.

Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Manager.

NAMES OF REPORTING PERSONS

The Capital Corps, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,846,154⁷

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,846,154⁷

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,846,154 (see Item 5)⁷

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.66%⁸

TYPE OF REPORTING PERSON (See Instructions)

HC

As of the date hereof, Capital directly owns no Shares. However, as a result of being the wholly-owning direct parent of Commerce, Capital may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Capital disclaims all such beneficial ownership.

Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Capital.

NAMES OF REPORTING PERSONS

Commerce Home Mortgage, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,846,154

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,846,154

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,846,154 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.66%⁹

TYPE OF REPORTING PERSON (See Instructions)

OO

Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Commerce.

Security and Issuer

Purpose of Transaction

Material to be Filed as Exhibits

Exhibit
    No.    

Description

You note in the Letter that you have offered to share confidential information with us conditioned on our entry into a non-disclosure agreement. As you know, and we have advised you at the outset of each communication we have had, we are public shareholders and are only interested in publicly available information at this time. You have an obligation to disclose publicly to all shareholders material information regarding Broadway and we trust that you are managing your responsibilities appropriately in this regard.

Broadway’s audited financial statements and other disclosures filed with the Securities and Exchange Commission (“SEC”) including its Proxy Statement have historically indicated that the public market price of the common stock is consistent with Broadway’s fair value and is used to value options, stock issuances to management and members of the board, and for other purposes.

We request a meeting directly with the Broadway Board to discuss what would be in the best interests of all shareholders, including the acquisition by The Capital Corps of some or all of Broadway for at least $1.75 to $1.80 per share;

We request that the Broadway Board rescind the poison pill in its entirety, rescind it for all stock purchases above what the CEO and Board of Directors consider “Broadway’s true value”, and/or put it to a vote of the Broadway shareholders for their approval at the upcoming shareholders’ meeting as required by ISS and Glass Lewis governance standards;

We request that Broadway revise its Bylaws to adopt shareholder-rights and proxy-access reforms consistent with ISS and Glass Lewis corporate governance best practices;

We request that the Broadway Board not renew or extend any employment or other agreement with any executive or director, and certainly not allow any material change of control or severance arrangements prior to addressing our proposal and any other reasonable proposals that the Broadway Board may receive;

While all poison pills are repugnant to shareholder rights, Broadway’s is particularly problematic given the lack of shareholder approval, the board influence of a 30% equity holder directly benefitting from the device, the limited liquidity of the public market for the company’s common stock, and the design of the poison pill itself, among other factors. Broadway’s poison pill clearly will not survive legal scrutiny and will subject Broadway’s shareholders to considerable legal costs should Broadway’s Board attempt to defend the indefensible.

We request the Broadway Board provide the books and records set forth in our February 10, 2020 letter by no later than March 1, 2020 and we hereby update that request to include all records, minutes, opinions, and communications relating to the Board’s consideration of our letter dated February 10, 2020; and

We request that the Broadway Board propose a comprehensive plan to refocus on its mission to serve underbanked Angelinos and to strategically address the succession, community and ownership issues outlined with specificity in our February 10, 2020 letter.

Antonio Villaraigosa

Board Chair

Carlos Salas

Board Chair