13D Filing: Clover Partners, L.P. and Coastway Bancorp Inc. (CWAY)

Item 5.

Interest in Securities of the Issuer

(a) – (b) The MHC Mutual Conversion Fund Group beneficially owns 254,710 shares of Common Stock, which represents 5.8% 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 4,408,341 shares of Common Stock outstanding as of March 1, 2017, as reported in the Issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2017.

The GP, in its capacity as investment manager and general partner to the Fund has power to vote the 254,710 shares of Common Stock and the power to dispose of the 254,710 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.

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 254,710 shares of Common Stock owned by the Fund.  Pursuant to Rule 13d-4, the GP, Clover, and Mr. Guerry disclaim all such beneficial ownership.