Page 7 of 9 – SEC Filing
| CUSIP No. 190632109 | Page 7 of 8 Pages |
| Item 5. | Interest in Securities of the Issuer |
(a) – (b) The MHC Mutual Conversion Fund Group beneficially owns 348,311 shares of Common Stock, which represents 7.9% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by the MHC Mutual Conversion Fund Group as set forth in this Schedule 13D, by (ii) the 4,392,441 shares of Common Stock outstanding as of May 1, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2017.
The GP, in its capacity as investment manager and general partner to the Fund has power to vote the 348,311 shares of Common Stock and the power to dispose of the 348,311 shares of Common Stock held in the Fund. Clover, in its capacity as general partner of the GP and Mr. Guerry, as the managing partner of Clover, may each be deemed to beneficially own the Common Stock held in the Fund.
(c) The Fund effected the following transactions in the Common Stock subsequent to the transactions reported in Amendment No. 1 to Schedule 13D, as filed on May 8, 2017:
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected | ||||||
| 5/10/2017 | 11,469 | $ | 19.85 | Open Market | |||||
| 5/11/2017 | 21,026 | $ | 19.74 | Open Market | |||||
| 5/18/2017 | 8,027 | $ | 19.87 | Open Market | |||||
| 5/19/2017 | 3,884 | $ | 20.22 | Open Market | |||||
The filing of this Schedule 13D shall not be construed as admission that the GP, Clover, or Mr. Guerry is for the purposes of Section 13(d) or 13(g) of the Exchange Act the beneficial owner of any of the 348,311 shares of Common Stock owned by the Fund. Pursuant to Rule 13d-4, the GP, Clover, and Mr. Guerry disclaim all such beneficial ownership.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
With respect to the Fund, GP is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.
Other than the foregoing agreements and arrangements, and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit No. | Description |
| Exhibit 99.1 | Joint Filing Agreement by and among the Reporting Persons. [Attached as Exhibit 99.1 to the original Schedule 13D, as filed with the Securities and Exchange Commission on May 3, 2017, and incorporated herein by reference.] |
Follow Coastway Bancorp Inc. (NASDAQ:CWAY)
Follow Coastway Bancorp Inc. (NASDAQ:CWAY)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
