13D Filing: Stilwell Joseph and Provident Financial Holdings, Inc. (PROV)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of
1934
(Amendment No. 7)

PROVIDENT FINANCIAL HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

743868101

(CUSIP Number)

Mr. Joseph Stilwell

111 Broadway, 12th Floor

New York, New York 10006

Telephone: (212) 269-1551

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 20, 2017
(Date of Event which Requires Filing of this Statement)

If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

The information required on 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 (“Act”) 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. Security and Issuer

This is the Seventh
Amendment (this “Seventh Amendment”) to the original Schedule 13D, which was filed on October 7, 2011 (the “Original
Schedule 13D”), amended on March 14, 2013 (the “First Amendment”), on May 2, 2013 (the “Second Amendment”),
on December 12, 2013 (the “Third Amendment”), on January 30, 2015 (the “Fourth Amendment”), on June 19,
2015 (the “Fifth Amendment”), and on June 12, 2017 (the “Sixth Amendment”). This Seventh Amendment is being
filed jointly by Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners VII”);
Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”); Stilwell Activist Investments,
L.P., a Delaware limited partnership (“Stilwell Activist Investments”); Stilwell Value LLC, a Delaware limited liability
company (“Stilwell Value LLC”), and the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and
Stilwell Activist Investments; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC. The filers of this statement
are collectively referred to herein as the “Group.”

This statement relates
to the common stock, par value $0.01 per share (“Common Stock”), of Provident Financial Holdings, Inc. (the “Issuer”).
The address of the principal executive offices of the Issuer is 3756 Central Avenue, Riverside, California 92506. The amended joint
filing agreement of the members of the Group is attached as Exhibit 8 to this Seventh Amendment.

Item 2. Identity and Background

(a)-(c) This statement
is filed by Joseph Stilwell with respect to the shares of Common Stock beneficially owned by Joseph Stilwell, including shares
of Common Stock held in the names of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments in
Joseph Stilwell’s capacities as the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell
Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments.

The business address
of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC, and Joseph Stilwell
is 111 Broadway, 12th Floor, New York, New York 10006.

The principal employment
of Joseph Stilwell is investment management. Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments
are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves
as the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments, and related partnerships.

(d) During the past
five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past
five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such
laws, except as indicated in Schedule A attached hereto.

(f) Joseph Stilwell
is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

All purchases of shares
of Common Stock made by the Group using funds borrowed from Fidelity Brokerage Services LLC or Morgan Stanley, if any, were made
in margin transactions on their usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group
may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such
entities to members of the Group. Such loans generally bear interest at a rate based on the broker’s call rate from time
to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers.

Item 4. Purpose of Transaction

We are filing this
Seventh Amendment to report a decrease in the Group’s percentage ownership of the Issuer’s Common Stock.

Our purpose in acquiring
shares of Common Stock of the Issuer was to profit from the appreciation in the market price of the shares of Common Stock through
asserting shareholder rights.

Since 2000, affiliates
of the Group have filed Schedule 13Ds to report greater than 5% positions in 61 other publicly traded companies. For simplicity,
these affiliates are referred to as the “Group”, “we”, “us”, or “our.” In each
instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder
rights. In each situation, we believed that the values of the companies’ assets were not adequately reflected in the market
prices of their shares. Our actions are described below. We have categorized the descriptions of our actions with regard to the
issuers based upon certain outcomes (whether or not, directly or indirectly, such outcomes resulted from the actions of the Group).
Within each category the descriptions are listed in chronological order based upon the respective filing dates of the originally-filed
Schedule 13Ds.

I. After we asserted
shareholder rights, the following issuers were sold or merged:

Security
of Pennsylvania Financial Corp. (“SPN”) – We filed our original Schedule 13D to report our position on May 1, 2000.
We scheduled a meeting with senior management to discuss ways to maximize the value of SPN’s assets. On June 2, 2000, prior
to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition.

 Cameron Financial
Corporation (“Cameron”) – We filed our original Schedule 13D to report our position on July 7, 2000. We exercised
our shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s
list of shareholders, meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board,
writing to other shareholders to express our dismay with management’s inability to maximize shareholder value and publishing
that letter in the local press. On October 6, 2000, Cameron announced its sale to Dickinson Financial Corp.

Community Financial
Corp. (“CFIC”) – We filed our original Schedule 13D to report our position on January 4, 2001, following CFIC’s
announcement of the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries.
We reported that we acquired CFIC stock for investment purposes. On January 25, 2001, CFIC announced the sale of one of its remaining
subsidiaries. We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not
sell the remaining subsidiary by then. On March 23, 2001, we wrote to CFIC confirming that CFIC’s management had agreed to
meet with one of our proposed nominees to the board. On March 30, 2001, before our meeting took place, CFIC announced its merger
with First Financial Corporation.

Montgomery
Financial Corporation (“Montgomery”) – We filed our original Schedule 13D to report our position on February 23,
2001. On April 20, 2001, we met with Montgomery’s management and suggested that they maximize shareholder value by selling
the institution. We also informed management that we would run an alternate slate of directors at the 2001 annual meeting unless
Montgomery was sold. Eleven days after we filed our Schedule 13D, however, Montgomery’s board amended its bylaws to limit
the pool of potential nominees to local persons with a banking relation and to shorten the deadline to nominate an alternate slate.
We located qualified nominees under the restrictive bylaw provisions and noticed our slate within the deadline. On June 5, 2001,
Montgomery announced that it had hired an investment banker to explore a sale. On July 24, 2001, Montgomery announced its merger
with Union Community Bancorp.

Community
Bancshares, Inc. (“COMB”) – We filed our original Schedule 13D reporting our position on March 29, 2004. We disclosed
that we intended to meet with COMB’s management and evaluate management’s progress in resolving its regulatory issues,
lawsuits, problem loans, and non-performing assets, and that we would likely support management if it effectively addressed COMB’s
challenges. On November 21, 2005, we amended our Schedule 13D and stated that although we believed that COMB’s management
had made progress, COMB’s return on equity would likely remain below average for the foreseeable future, and it should therefore
be sold. We also stated that if COMB did not announce a sale before our deadline to solicit proxies for the next annual meeting,
we would solicit proxies to elect our own slate. On January 6, 2006, we disclosed the names of our three board nominees. On May
1, 2006, COMB announced its sale to The Banc Corporation.

FedFirst
Financial Corporation (“FFCO”) – We filed our original Schedule 13D reporting our position on September 24, 2010.
After several meetings with management, FFCO completed a meaningful number of share repurchases, and on April 14, 2014, FFCO announced
its sale to CB Financial Services, Inc.

SP Bancorp,
Inc. (“SPBC”) – We filed our original Schedule 13D reporting our position on February 28, 2011. On August 9, 2013,
we met with management and the chairman to assess the best way to maximize shareholder value. SPBC completed a meaningful number
of share repurchases, and on May 5, 2014, SPBC announced its sale to Green Bancorp Inc.

TF Financial
Corporation (“THRD”) – We filed our original Schedule 13D reporting our position on November 29, 2012. We met with
the CEO and the chairman, encouraging them to focus only on accretive acquisitions and to repurchase shares up to book value. They
subsequently did both. On June 4, 2014, THRD announced its sale to National Penn Bancshares, Inc.

Jefferson
Bancshares, Inc. (“JFBI”) – We filed our original Schedule 13D reporting our position on April 8, 2013. Our shareholder
proposal requesting the board seek outside assistance to maximize shareholder value through actions such as a sale or merger was
defeated at JFBI’s 2013 annual meeting. We met with management and the board of directors and told them that we would seek
board representation at JFBI’s 2014 annual meeting if JFBI did not announce its sale. JFBI announced its sale on January
23, 2014.

Fairmount
Bancorp, Inc. (“FMTB”) – We filed our original Schedule 13D reporting our position on September 21, 2012. On February
25, 2014, we reported our intention to seek board representation at FMTB’s 2015 annual meeting if FMTB did not announce its
sale. However, due to the appointment of our representative to another board in the local area, we were unable to nominate our
representative at the 2015 election of FMTB directors. We reiterated our intent to seek board representation at the earliest possible
time if FMTB was not sold. FMTB’s sale was announced on April 16, 2015.

Harvard Illinois
Bancorp, Inc. (“HARI”) – We filed our original Schedule 13D reporting our position on April 1, 2011. In 2012, we
nominated a director for election at HARI’s 2012 annual meeting and communicated our belief that HARI should merge with a
stronger community bank. Our nominee was not elected, so we nominated a director at HARI’s 2013 annual meeting and stated
our position that HARI should be sold. We communicated to stockholders our intent to run a nominee every year until elected, and
we nominated a director at HARI’s 2014 annual meeting. Our nominee was not elected, so in April 2015, we began soliciting
stockholder votes for our nominee for HARI’s 2015 annual meeting. On May 21, 2015, HARI announced the sale of its subsidiary
bank to State Bank in Wonder Lake, IL. We subsequently withdrew our solicitation of proxies for the election of our nominee
at HARI’s 2015 annual meeting. The sale of HARI’s subsidiary bank was completed on August 1, 2016. On August 10, 2016,
we entered into a settlement agreement with HARI whereby two legacy board members stepped down, and we agreed not to seek board
representation through 2017. HARI is implementing a plan of voluntary dissolution.

Eureka Financial
Corp. (“EKFC”) – We filed our original Schedule 13D reporting our position on March 28, 2011. We encouraged
EKFC to pay special dividends to shareholders and repurchase shares. Management and the board did both, and on September 3,
2015, EKFC announced its sale to NexTier, Inc.

United-American
Savings Bank (“UASB”) – We filed our original Schedule 13D with the Federal Deposit Insurance Corporation reporting
our position on May 20, 2013. We believe management and the board acted in good faith to position UASB to maximize shareholder
value. After we encouraged them to sell, UASB announced its sale to Emclaire Financial Corp on December 30, 2015.

Polonia Bancorp,
Inc. (“PBCP”) – We filed our original Schedule 13D reporting our position on November 23, 2012. After several conversations
with the Chairman and CEO, we publicly called for PBCP’s sale. On June 2, 2016, PBCP’s sale to Prudential Bancorp,
Inc. was announced.

Georgetown Bancorp,
Inc. (“GTWN”) – We filed our original Schedule 13D reporting our position on July 23, 2012. We encouraged GTWN
to maximize shareholder value through share repurchases, and we supported management and the board’s consistent efforts to
do so. On October 6, 2016, GTWN announced its sale to Salem Five Bancorp.

Anchor Bancorp (“ANCB”)
– We filed our original Schedule 13D reporting our position on May 7, 2012. We previously urged ANCB to maximize shareholder value
by increasing share repurchases or selling the bank. We called for ANCB’s sale to the highest bidder on July 7, 2016. On
August 29, 2016, we agreed not to seek board representation at the 2016 annual meeting in consideration of ANCB appointing Gordon
Stephenson as a director. We believe the board has acted in good faith to maximize shareholder value through ANCB’s announced
sale to Washington Federal, Inc. on April 11, 2017.

Wolverine Bancorp,
Inc. (“WBKC”) – We filed our original Schedule 13D reporting our position on February 7, 2011. We encouraged WBKC
to maximize shareholder value through share repurchases and payments of special dividends, and we supported management and the
board’s consistent efforts to do so. On June 14, 2017, WBKC’s sale to Horizon Bancorp was announced.

II. After we seated
directors on the boards of the following issuers, the issuers were sold or merged:

HCB Bancshares,
Inc. (“HCBB”) – We filed our original Schedule 13D reporting our position on June 14, 2001. On September 4, 2001,
we reported that we had entered into a standstill agreement with HCBB, under which HCBB agreed to: (a) add a director selected
by us, (b) consider conducting a Dutch tender auction, (c) institute annual financial targets, and (d) retain an investment banker
to explore alternatives if it did not achieve its financial targets. On October 22, 2001, our nominee, John G. Rich, Esq., was
named to the board. On January 31, 2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares. Although
HCBB’s outstanding share count decreased by 33% between the filing of our original Schedule 13D and August 2003, HCBB did
not achieve the financial target. On August 12, 2003, HCBB announced it had hired an investment banker to assist in exploring alternatives
for maximizing shareholder value, including a sale. On January 14, 2004, HCBB announced its sale to Rock Bancshares Inc.

Oregon
Trail Financial Corp. (“OTFC”) – We filed our original Schedule 13D reporting our position on December 15, 2000.
In January 2001, we met with the management of OTFC to discuss our concerns that management was not maximizing shareholder value,
and we proposed that OTFC voluntarily place our representative on the board. OTFC rejected our proposal, and we announced our intention
to solicit proxies to elect a board nominee. We demanded OTFC’s shareholder list, but OTFC refused to give it to us. We sued
OTFC in Baker County, Oregon, and the court ruled in our favor and sanctioned OTFC. We also sued two OTFC directors alleging that
one had violated OTFC’s residency requirement and that the other had committed perjury. Both suits were dismissed pre-trial
but we filed an appeal in one suit and were permitted to re-file the other suit in state court. On August 16, 2001, we started
soliciting proxies to elect Kevin D. Padrick, Esq. to the board. We argued in our proxy materials that OTFC should have repurchased
its shares at prices below book value. OTFC announced the hiring of an investment banker. Then, the day after the 9/11 attacks,
OTFC sued us in Portland, Oregon and moved to invalidate our proxies; the court denied the motion and the election proceeded.

On October 12,
2001, OTFC’s shareholders elected our candidate by a two-to-one margin. In the five months after the filing of our first
proxy statement (i.e., from August 1 through December 31, 2001), OTFC repurchased approximately 15% of its shares. On March 12,
2002, we entered into a standstill agreement with OTFC. OTFC agreed to: (a) achieve annual targets for return on equity, (b) reduce
its current capital ratio, (c) obtain advice from an investment banker regarding annual 10% stock repurchases, (d) re-elect our
director to the board, (e) reimburse a portion of our expenses, and (f) withdraw its lawsuit. On February 24, 2003, OTFC and FirstBank
NW Corp. announced their merger.

American Physicians
Capital, Inc. (“ACAP”) – We filed our original Schedule 13D reporting our position on November 25, 2002. The Schedule
13D disclosed that on January 18, 2002, Michigan’s Insurance Department had approved our request to solicit proxies to elect
two directors to ACAP’s board. On January 29, 2002, we noticed our intention to nominate two directors at the 2002 annual
meeting. On February 20, 2002, we entered into a three-year standstill agreement with ACAP, providing for ACAP to add our nominee
to its board. ACAP also agreed to consider using a portion of its excess capital to repurchase ACAP’s shares in each of the
fiscal years 2002 and 2003 so that its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal
year, ACAP repurchased 15% of its outstanding shares; these repurchases were highly accretive to per share book value. On November
6, 2003, ACAP announced a reserve charge and that it would explore options to maximize shareholder value. It also announced that
it would exit the healthcare and workers’ compensation insurance businesses. ACAP then announced that it had retained Sandler
O’Neill & Partners, L.P., to assist the board. On December 2, 2003, ACAP announced the early retirement of its president
and CEO. On December 23, 2003, ACAP named R. Kevin Clinton its new president and CEO.

On June 24, 2004, ACAP
announced that it had decided that the best means to maximize shareholder value would be to shed non-core businesses and focus
on its core business line in its core markets. We increased our holdings in ACAP, and we announced that we intended to seek additional
board representation. On November 10, 2004, ACAP invited Joseph Stilwell to sit on the board, and we entered into a new standstill
agreement. This agreement was terminated in November 2007, with our representatives remaining on ACAP’s board. On May 8,
2008, our representatives were re-elected to three-year terms expiring in 2011. Upon the passage of federal healthcare legislation
in 2010, ACAP became concerned about the fundamentals of its business and promptly acted to assess its strategic alternatives.
On October 22, 2010, ACAP was acquired by The Doctors Company, and our shares were converted in a cash deal.

SCPIE Holdings
Inc. (“SKP”) – We filed our original Schedule 13D reporting our position on January 19, 2006. We announced we would
run our slate of directors at the 2006 annual meeting and demanded SKP’s shareholder list. SKP initially refused to timely
produce the list, but did so after we sued it in Delaware Chancery Court. We engaged in a proxy contest at the 2006 annual meeting,
but SKP’s directors were elected. Subsequently on December 14, 2006, SKP agreed to place Joseph Stilwell on its board. On
October 16, 2007, Mr. Stilwell resigned from SKP’s board after it approved a sale of SKP that Mr. Stilwell believed was an
inferior offer. We solicited shareholder proxies in opposition to the proposed sale; however, the sale was approved, and our shares
were converted in a cash deal.

Colonial Financial
Services, Inc. (“COBK”) – We filed our original Schedule 13D reporting our position on August 24, 2011. On December
18, 2013, we reached an agreement with COBK to have a director of our choice appointed to its board of directors. Our nominee,
Corissa J. Briglia, joined COBK’s board of directors on March 25, 2014. On September 10, 2014, COBK announced its sale to
Cape Bancorp, Inc., and the cash/stock deal was completed on April 1, 2015.

Naugatuck
Valley Financial Corporation (“NVSL”) – We filed our original Schedule 13D reporting our position on July 11, 2011.
On February 13, 2014, we reported our intention to seek board representation. On March 12, 2014, we reached an agreement with NVSL
for our representative to join NVSL’s board of directors and for NVSL not to seek approval for stock benefit plans. On June
4, 2015, NVSL announced its sale to Liberty Bank in Middletown, CT, and the cash deal was completed on January 15, 2016.

Fraternity Community
Bancorp, Inc. (“FRTR”) – We filed our original Schedule 13D reporting our position on April 11, 2011. We reached
an agreement with FRTR, and on November 18, 2014, our representative, Corissa J. Briglia, was appointed to the board of directors. On
October 13, 2015, FRTR’s sale was announced, and the cash deal was completed on May 13, 2016.

III. After we asserted
shareholder rights, we believe the following issuers took steps to maximize shareholder value, and we subsequently exited our activist
positions:

FPIC Insurance Group,
Inc. (“FPIC”) – We filed our original Schedule 13D reporting our position on June 30, 2003. On August 12, 2003,
Florida’s Insurance Department approved our request to hold more than 5% of FPIC’s shares, to solicit proxies to hold
board seats, and to exercise shareholder rights. On November 10, 2003, FPIC invited our nominee, John G. Rich, Esq., to join the
board, and we signed a confidentiality agreement. On June 7, 2004, we disclosed that because FPIC had taken steps to increase shareholder
value, such as multiple share repurchases, and because its market price increased and reflected fair value in our estimation, we
sold our shares in the open market, decreasing our holdings below 5%. Our nominee was invited to remain on the board.

Prudential Bancorp,
Inc. of Pennsylvania (“PBIP”) – We filed our original Schedule 13D reporting our position on June 20, 2005. Most
of PBIP’s shares were held by the Prudential Mutual Holding Company (the “MHC”), which was controlled by PBIP’s
board. The MHC controlled most corporate decisions requiring a shareholder vote, such as the election of directors. However, regulations
promulgated by the FDIC previously barred the MHC from voting on PBIP’s management stock benefit plans, and PBIP’s
IPO prospectus indicated that the MHC would not vote on the plans. We announced in August 2005 that we would solicit proxies to
oppose adoption of the plans as a referendum to place Joseph Stilwell on PBIP’s board. PBIP decided not to put the plans
up for a vote at the 2006 annual meeting.

In December 2005, we
solicited proxies to withhold votes on the election of directors as a referendum to place Mr. Stilwell on the board. At the 2006
annual meeting, 71% of PBIP’s voting public shares were withheld from voting on management’s nominees.

On April 6, 2006, PBIP
announced that just after we had filed our Schedule 13D, it had secretly solicited a letter from an FDIC staffer (which it concealed
from the public) that the MHC would be allowed to vote in favor of the management stock benefit plans. PBIP also announced a special
meeting to vote on the plans. We alerted the Board of Governors of the Federal Reserve System (the “Fed”) about this
announcement, and PBIP was directed to seek Fed approval before adopting the plans. On April 19, 2006, PBIP postponed the special
meeting. The Fed subsequently followed the FDIC’s position in September 2006. In December 2006, we solicited proxies to withhold
votes on the election of PBIP’s directors at the 2007 annual meeting. At the meeting, 75% of PBIP’s voting public shares
were withheld. Also during the annual meeting, PBIP’s President and Chief Executive Officer was unable to state the meaning
of per share return on equity despite Mr. Stilwell’s holding up a $10,000 check for the charity of the CEO’s choice
if he could promptly answer the question. On March 7, 2007, we disclosed that we were publicizing the results of PBIP’s elections
and its directors’ unwillingness to hold a democratic vote on the stock plans by placing billboard advertisements throughout
Philadelphia.

In December 2007, we
filed proxy materials for the solicitation of proxies to withhold votes on the election of PBIP’s directors at the 2008 annual
meeting. At the 2008 annual meeting, an average of 77% of PBIP’s voting public shares withheld their votes. Excluding shares
held in PBIP’s ESOP, an average of 88% of the voting public shares withheld their votes in this election.

On October 4, 2006,
we sued PBIP, the MHC, and the directors of PBIP and the MHC in federal court in Philadelphia seeking an order to prevent the MHC
from voting in favor of the management stock benefit plans. On August 15, 2007, the court dismissed some claims, but sustained
our cause of action against the MHC as majority shareholder of PBIP for breach of fiduciary duties. Discovery proceeded and all
the directors were deposed. Both sides moved for summary judgment, but the court ordered the case to trial, which was scheduled
for June 2008. On May 22, 2008, we voluntarily discontinued the lawsuit after determining that it would be more effective and appropriate
to pursue the directors on a personal basis in a derivative action. On June 11, 2008, we filed a notice to appeal certain portions
of the lower court’s August 15, 2007, order dismissing portions of the lawsuit.

We entered into a settlement
agreement and an expense agreement with PBIP in November 2008 under which we agreed to support PBIP’s management stock benefit
plans, drop our litigation and withdraw our shareholder demand, and generally support management; and in exchange, PBIP agreed,
subject to certain conditions, to repurchase up to three million of its shares (including shares previously purchased), reimburse
a portion of our expenses, and either adopt a second step conversion or add our nominee who meets certain qualification requirements
to its board if the repurchases were not completed by a specified time.

On March 5, 2010, we
reported that our ownership in PBIP had dropped below 5% as a result of open market sales and sales of common stock to PBIP.

Roma Financial Corp.
(“ROMA”) – We filed our original Schedule 13D reporting our position on July 23, 2006. Prior to its acquisition
by Investors Bancorp, Inc., in December 2013, nearly 70% of ROMA’s shares were held by a mutual holding company controlled
by ROMA’s board. In April 2007, we engaged in a proxy solicitation at ROMA’s first annual meeting, urging shareholders
to withhold their vote from management’s slate. ROMA did not put their stock benefit plans up for a vote at that meeting.
We then met with ROMA management. In the four months after ROMA became eligible to repurchase its shares, it announced and substantially
completed repurchases of 15% of its publicly held shares, which were accretive to shareholder value. In our judgment, management
came to understand the importance of proper capital allocation. Based on ROMA management’s prompt implementation of shareholder-friendly
capital allocation plans, we supported management’s adoption of stock benefit plans at the 2008 shareholder meeting. In our
estimation, ROMA’s market price increased and reflected fair value, and we sold our shares in the open market.

First Savings Financial
Group, Inc. (“FSFG”) – We filed our original Schedule 13D reporting our position on December 29, 2008. We met with
management, after which FSFG announced a stock repurchase plan and began repurchasing its shares. In December 2009, we reported
that our beneficial ownership in the outstanding FSFG common stock had fallen below 5%.

Alliance Bancorp,
Inc. of Pennsylvania (“ALLB”) – We filed our original Schedule 13D reporting our position on March 12, 2009. When
we announced our reporting position, a majority of ALLB’s shares were held by a mutual holding company controlled by ALLB’s
board. However, on August 11, 2010, ALLB announced its intention to undertake a second step offering, selling all shares to the
public. The plan of conversion and reorganization was approved by depositors at a special meeting held December 29, 2010. We strongly
supported ALLB’s action. Following completion of the conversion of Alliance Bank from the mutual holding company structure
to the stock holding company structure, we increased our stake with the belief that shareholders and ALLB would do well if management
focused on profitability. We believe management and the board acted in good faith and took steps to increase shareholder value,
such as multiple share repurchases. In our estimation, ALLB’s market price increased and reflected fair value; on November
21, 2013, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.

Standard Financial
Corp. (“STND”) – We filed our original Schedule 13D reporting our position on October 18, 2010. We believe management
and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation,
STND’s market price increased and reflected fair value; on March 19, 2013, we disclosed that we sold our shares in the open
market, decreasing our holdings below 5%.

Home Federal Bancorp,
Inc. of Louisiana (“HFBL”) – We filed our original Schedule 13D reporting our position on January 3, 2011. We believe
management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases.
In our estimation, the HFBL’s market price increased and reflected fair value; on February 7, 2013, we disclosed that we
sold shares in the open market, decreasing our holdings below 5%.

ASB Bancorp, Inc.
(“ASBB”) – We filed our original Schedule 13D reporting our position on October 24, 2011. On August 23, 2013, we
met with management to assess the best way to maximize shareholder value. We believe management and the board acted in good faith
by cleaning up non-performing assets and repurchasing shares, and ASBB’s market price increased to reflect fair value. On
July 18, 2014, we disclosed that we sold our shares to ASBB.

United Insurance
Holdings Corp. (“UIHC”) – We filed our original Schedule 13D reporting our position on September 29, 2011. On December
17, 2012, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.

United Community
Bancorp (“UCBA”) – We filed our original Schedule 13D reporting our position on January 22, 2013. We believe management
and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation,
UCBA’s market price increased to reflect fair value; on November 9, 2015, we disclosed that we sold shares to UCBA, decreasing
our holdings below 5%.

West End Indiana
Bancshares, Inc. (“WEIN”) – We filed our original Schedule 13D reporting our position on January 19, 2012. We believe
management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases.
In our estimation, WEIN’s market price increased to reflect fair value; on November 12, 2015, we disclosed that we sold our
shares in the open market.

First Financial
Northwest, Inc. (“FFNW”) – We filed our original Schedule 13D reporting our position on September 12, 2011.
At the Company’s 2012 annual meeting, we solicited an overwhelming majority of shareholder votes for our nominee based on
our position that Victor Karpiak (then Chairman and CEO) should be removed from the Company and board. After the Company pushed
to have our votes invalidated, we sued to enforce our rights. In 2013, we settled with the Company. Our nominee, Kevin Padrick,
was seated on the board, and Mr. Karpiak resigned as Chairman. The board later replaced Mr. Karpiak as CEO. We filed two additional
lawsuits arising from the invalidation of our votes at the 2012 election, both of which we settled.

Since 2013, we believed
management and the board acted in good faith by cleaning up non-performing assets and reaching a moderate level of profitability,
and they maximized shareholder value by repurchasing in excess of 40% of FFNW’s shares. In our estimation, FFNW’s market
price increased to reflect fair value; on October 11, 2016, we disclosed that we sold our shares in the open market. Kevin Padrick
continued to serve on the board.

Alamogordo Financial
Corp. (“ALMG”) – We filed our original Schedule 13D reporting our position on May 11, 2015. We urged management
and the board to provide meaningful returns to shareholders either through a second-step conversion or by effectuating a shareholder-friendly
capital allocation program. On March 7, 2016, ALMG announced and later completed a second-step conversion which we believe maximized
shareholder value. On October 14, 2016, we disclosed that we sold shares of the converted Company, Bancorp 34, Inc., in the open
market, decreasing our holdings below 5%.

William Penn Bancorp,
Inc. (“WMPN”) – We filed our original Schedule 13D reporting our position on May 23, 2008. A majority of WMPN’s
shares are held by a mutual holding company controlled by WMPN’s board. We met with management and the board to explain our
views on proper capital allocation and following the financial crisis, we continued to urge WMPN to take the steps necessary to
maximize shareholder value. On December 3, 2014, WMPN announced and subsequently completed its plan to repurchase 10% of its shares
outstanding and further completed several additional share repurchases. We believe management and the board acted in good faith
to maximize shareholder value through shareholder-friendly capital allocation; on April 11, 2016, we disclosed that we sold shares
in the open market, decreasing our holdings below 5%.

Malvern Bancorp,
Inc. (“MLVF”) – We filed our original Schedule 13D reporting our position on May 30, 2008. When we announced our
reporting position, a majority of MLVF’s shares were held by a mutual holding company controlled by MLVF’s board. On
October 26, 2010, we demanded that MLVF pursue a derivative action against its directors for breach of their fiduciary duties.
MLVF failed to pursue the action and, on June 3, 2011, we sued MLVF’s directors in Chester County, Pennsylvania, demanding
that the court, among other things, order the directors to properly consider pursuing a second step conversion. On November 9,
2011, Judge Howard F. Riley Jr. overruled the director defendants’ preliminary objections to the derivative lawsuit.

On January 17, 2012,
MLVF announced its intention to undertake a second step conversion and we withdrew the lawsuit. The conversion and stock offering
were completed on October 11, 2012, and our shares were converted into shares of Malvern Bancorp, Inc. On September 5, 2013, we
notified MLVF of our intention to nominate John P. O’Grady for election as a director at its 2014 annual meeting, but we
later reached an agreement with MLVF for Mr. O’Grady to join its board of directors and executed a standstill agreement.
Subsequently, MLVF’s long-standing CEO resigned, its chairman of the board stepped down and several directors resigned from
the board of directors. On November 25, 2014, we terminated our standstill agreement with MLVF, including the agreement’s
performance targets. John P. O’Grady continued to serve as an independent director on the board but no longer as our nominee.

After meeting with
the new CEO and the new chairman of the board, we believed that management and the board of directors were focused on maximizing
shareholder value and were successful in doing so. On December 7, 2016, we disclosed that we sold shares in the open market, decreasing
our holdings below 5%.

FSB Community Bankshares,
Inc. (“FSBC”) – We filed our original Schedule 13D reporting our position on October 26, 2015. We urged management
and the board to provide meaningful returns to shareholders either through a second-step conversion or by effectuating a shareholder-friendly
capital allocation program. On March 3, 2016, FSBC announced and later completed a second-step conversion which we believe maximized
shareholder value. On December 9, 2016, we disclosed that we sold shares of the converted Company, FSB Bancorp, Inc., in the open
market, decreasing our holdings below 5%.

Pinnacle Bancshares,
Inc. (“PCLB”) – We filed our original Schedule 13D reporting our position on September 23, 2014. On November 14,
2014, PCLB announced the continuation of its share repurchase plan and announced a new repurchase plan on May 25, 2016. We believe
management and the board acted in good faith to maximize shareholder value through multiple share repurchases. On December 13,
2016, we disclosed that we sold our shares in the open market.

Sugar Creek Financial
Corp. (“SUGR”) – We filed our original Schedule 13D reporting our position on April 21, 2014. We believe management
and the board acted in good faith to maximize shareholder value through share repurchases. In our estimation, SUGR’s market
price increased to reflect fair value; on July 28, 2017, we disclosed that we sold our shares in the open market.

IV. After successfully
seeking board representation, we seated directors who currently serve on the boards of the following issuers:

Kingsway Financial
Services Inc. (“KFS”) – We filed our original Schedule 13D reporting our position on November 7, 2008. We requested
a meeting with its CEO and chairman to discuss ways to maximize shareholder value and minimize both operational and balance sheet
risks, but the CEO was unresponsive. We then requisitioned a special shareholder meeting to remove the CEO and chairman from the
KFS board and replace them with our two nominees. On January 7, 2009, we entered into a settlement agreement with KFS whereby,
among other things, the CEO resigned from the KFS board and KFS expanded its board from nine to ten seats and appointed our nominees
to fill the two vacant seats. By April 23, 2009, the board was reconstituted with just three of the original ten legacy directors
remaining. Also, Joseph Stilwell was appointed to fill the vacancy created by the resignation of one of our nominees, Larry G.
Swets, Jr., and our other nominee was elected chairman of the board. In addition, the CEO and CFO were fired for incompetence and
insubordination.

By November 3, 2009,
all of the legacy directors had resigned from the board. On May 23, 2010, Mr. Stilwell and the Group’s other representative
were re-elected to the board. On June 1, 2010, Mr. Swets was appointed CEO. During the time the Group has had board representation,
KFS has sold non-core assets, repurchased public debt at a discount to face value, sold a credit-sensitive asset, disposed of its
subsidiary Lincoln General, substantially reduced its expenses, and reduced other balance sheet and operations risks.

Poage Bankshares,
Inc. (“PBSK”) – We filed our original Schedule 13D reporting our position on September 23, 2011. We believed PBSK’s
board was not focused on maximizing shareholder value and nominated a director for election at PBSK’s 2014 annual meeting.
Our nominee was not elected, so we nominated a director at PBSK’s 2015 annual meeting. On July 21, 2015, our nominee, Stephen
S. Burchett, was elected as a director with a mandate to maximize shareholder value. Subsequently, the CEO left the company. We
believe management and the board are acting in good faith to maximize shareholder value.

Sunshine Financial,
Inc. (“SSNF”) – We filed our original Schedule 13D reporting our position on April 18, 2011. We reached an agreement
with SSNF, and on February 5, 2016, our representative, Corissa J. Briglia, was appointed to the board of directors.

Delanco Bancorp,
Inc. (“DLNO”) – We filed our original Schedule 13D reporting our position on October 28, 2013. We reached an agreement
with DLNO, and on May 23, 2017, our representative, Corissa J. Briglia, was appointed to the board of directors.

V. We hope
to work with management and the boards of the following issuers:

Jacksonville Bancorp,
Inc. (“JXSB”) – We filed our original Schedule 13D reporting our position on July 5, 2011. We support JXSB’s
consistent efforts to maximize shareholder value through share repurchases and payments of special dividends.

Sound Financial,
Inc. (“SFBC”) – We filed our original Schedule 13D reporting our position on November 21, 2011. We urged
management and the board to pursue a second step conversion. On August 22, 2012, Sound Financial Bancorp, Inc. (“SFBC”)
announced completion of its second step conversion and our shares of SNFL were converted into shares of SFBC. We support SFBC’s
consistent efforts to maximize shareholder value.

IF Bancorp, Inc.
(“IROQ”) – We filed our original Schedule 13D reporting our position on March 5, 2012. We believe IROQ is positioned
to consistently repurchase its shares, and we have urged management and the board to do so. We believe IROQ must increase its rate
of share repurchases while the shares remain below book value.

Hamilton Bancorp,
Inc. (“HBK”) – We filed our original Schedule 13D reporting our position on October 22, 2012. We believe HBK’s
acquisition of FMTB and FRTR is in the best interest of shareholders.

Carroll Bancorp,
Inc. (“CROL”) – We filed our original Schedule 13D reporting our position on March 17, 2014. We are evaluating
management and the board’s actions regarding maximizing shareholder value.

Seneca-Cayuga Bancorp,
Inc. (“SCAY”) – We filed our original Schedule 13D reporting our position on September 15, 2014. We believe SCAY
is positioned to provide meaningful returns to its shareholders either through a second-step conversion or by effectuating a shareholder-friendly
capital allocation program. We are encouraging management and the board to choose a path that will maximize shareholder value.

Ben Franklin Financial,
Inc. (“BFFI”) – We filed our original Schedule 13D reporting our position on February 9, 2015. We will urge management
and the board to repurchase shares as soon as BFFI is permitted.

Central Federal
Bancshares, Inc. (“CFDB”) – We filed our original Schedule 13D reporting our position on January 25, 2016. We will
urge management and the board to repurchase shares as soon as CFDB is permitted.

First Federal of
Northern Michigan Bancorp, Inc. (“FFNM”) – We filed our original Schedule 13D reporting our position on February
29, 2016. We believe FFNM is positioned to repurchase shares, and we urge management and the board to do so.

First Advantage Bancorp (“FABK”) –
We filed our original Schedule 13D reporting our position on March 20, 2017. We believe management and the board will act in good
faith to maximize shareholder value over the long term.

Wheeler Real Estate Investment Trust,
Inc. (“WHLR”) – We filed our original Schedule 13D reporting our position on July 3, 2017. We intend to seek board
representation.

VI. We believe the
following issuers should be sold:

Wayne Savings Bancshares,
Inc. (“WAYN”) – We filed our original Schedule 13D reporting our position on October 8, 2010. We supported
H. Stewart Fitz Gibbon III’s appointment as president and CEO effective November 3, 2014 and as a director on the executive
committee of WAYN’s board. We believed management and the board were acting in good faith to position WAYN to maximize shareholder
value until the board cancelled a meeting between us and Mr. Fitz Gibbon and later announced Mr. Fitz Gibbon’s unexplained
resignation on December 20, 2016. On January 9, 2017, we announced our nominee and alternate nominee for WAYN’s 2017 election
of directors and publicly called for WAYN’s sale. Although our nominee was not elected, we intend to seek board representation
at WAYN’s 2018 annual meeting if the company has not been sold.

MB Bancorp, Inc.
(“MBCQ”) – We filed our original Schedule 13D reporting our position on January 9, 2015. We urged management
and the board to repurchase shares and on March 30, 2016, MBCQ announced and subsequently completed its plan to repurchase an initial
10% of its shares outstanding. We urged management and the board to complete the existing 5% share repurchase plan and put MBCQ
up for sale when permitted in January 2018.

VII. The following
issuer is the focus of a litigation, and we believe this issuer should be sold:

HopFed Bancorp,
Inc. (“HFBC”) – We filed our original Schedule 13D reporting our position on February 25, 2013. We opposed HFBC’s
purchase of Sumner Bank & Trust and engaged in a proxy contest seeking election of our nominee as a director at HFBC’s
2013 annual meeting. On May 15, 2013, our nominee was elected by a two-to-one margin, and on August 23, 2013, HFBC’s acquisition
of Sumner Bank & Trust was terminated. Our nominee did not seek re-election for a second term at HFBC’s 2016 annual meeting.

On May 1, 2017, we
sent a letter to stockholders (and filed as Exhibit 13 to the Twelfth Amendment to the HFBC Schedule 13D) detailing the personal
property holdings of HFBC’s CEO, John Peck, as well as numerous other conflicts of interest uncovered in our review of publicly
available documents. In response to our letter, HFBC announced the formation of a “Special Litigation Committee.” Shortly
thereafter, on May 4, 2017, we filed a complaint in the Delaware Court of Chancery against HFBC, the current members of the board
of directors and one former board member, asking the Court to declare that HFBC’s prejudicial bylaw is invalid and that the
directors breached their fiduciary duties. The litigation will proceed to trial on an expedited schedule.

VIII. We believe
the following issuer should complete a second-step conversion or be sold:

NorthEast
Community Bancorp, Inc. (“NECB”) – We filed our original Schedule 13D reporting our position on November 5, 2007.
A majority of NECB’s shares are held by a mutual holding company controlled by NECB’s board. We opposed the grant
of an equity incentive plan for the NECB board, and to this day, the board and management have not received such a plan. In
July of 2010, we delivered a written demand to NECB demanding to inspect its shareholder list, but NECB refused to supply us with
the list. We sued NECB in federal court in New York seeking an order compelling compliance. In August of 2010, NECB produced the
list of shareholders to us. In the fall of 2011, we sent a letter to NECB’s board of directors demanding that NECB
expand the board with disinterested directors to consider a second step conversion. In October of 2011, we filed a lawsuit in
New York state court against NECB, the mutual holding company, and their boards of directors, personally and derivatively, for
breach of fiduciary duty arising out of failure to fairly consider a second step conversion and alleging conflict of interest. During
the course of a protracted litigation, we deposed every named director including a former director. Although the New York
trial court judge agreed with us in partially granting our motion for summary judgment and finding that upon trial the defendants
would bear the burden of the entire fairness standard, the First Department reversed on other grounds; the New York Court of Appeals
declined to hear our appeal.

Members of the Group
may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the
Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their
positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

The percentages used
in this filing are calculated based on the number of outstanding shares of Common Stock, 7,695,552, reported as of August 25, 2017,
in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on September 1, 2017. All dispositions of shares of
Common Stock reported in this Item 5 were sales made in open-market transactions.

Percentage: 4.1%

2. Shared power to vote or to
direct vote: 314,940

3. Sole power to dispose or to
direct the disposition: 0

4. Shared power to dispose or
to direct disposition: 314,940

(d) Because he is the managing
member and owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VII, Joseph Stilwell has the power
to direct the affairs of Stilwell Value Partners VII, including the voting and disposition of shares of Common Stock held in the
name of Stilwell Value Partners VII. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Value
Partners VII with regard to those shares of Common Stock.

Percentage: 4.1%

2. Shared power to vote or to
direct vote: 314,940

3. Sole power to dispose or to
direct the disposition: 0

4. Shared power to dispose or
to direct disposition: 314,940

(d) Because he is the managing
member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Joseph Stilwell has the power to
direct the affairs of Stilwell Activist Fund, including the voting and disposition of shares of Common Stock held in the name of
Stilwell Activist Fund. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Activist Fund
with regard to those shares of Common Stock.

Percentage: 4.1%

2. Shared power to vote or to
direct vote: 314,940

3. Sole power to dispose or to
direct the disposition: 0

4. Shared power to dispose or
to direct disposition: 314,940

(d) Because he is the managing
member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Investments, Joseph Stilwell has the
power to direct the affairs of Stilwell Activist Investments, including the voting and disposition of shares of Common Stock held
in the name of Stilwell Activist Investments. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell
Activist Investments with regard to those shares of Common Stock.

Percentage: 4.1%

2. Shared power to vote or to
direct vote: 314,940

3. Sole power to dispose or to
direct the disposition: 0

4. Shared power to dispose or
to direct disposition: 314,940

(d) Because he is the managing
member and owner of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value
LLC is the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments. Therefore,
Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares of Common
Stock held by Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments.

Percentage: 4.1%

2. Shared power to vote or to
direct vote: 314,940

3. Sole power to dispose or to
direct the disposition: 0

4. Shared power to dispose or
to direct disposition: 314,940

Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer

Other than the Amended
Joint Filing Agreement filed as Exhibit 8 to this Seventh Amendment, 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,
including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing
of profits. Stilwell Value LLC, in its capacity as general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and
Stilwell Activist Investments, and Joseph Stilwell, in his capacities as the managing member and owner of Stilwell Value LLC, are
entitled to an allocation of a portion of profits.

See Items 1 and 2 above regarding disclosure
of the relationships between members of the Group, which disclosure is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry
and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and
correct.

Date: September 25, 2017

EXHIBIT 8

AMENDED JOINT FILING AGREEMENT

In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of the Issuer and
further agree that this Amended Joint Filing Agreement be included as an Exhibit to such joint filings.

Date: September 25, 2017

On March 16, 2015,
Stilwell Value LLC (“Value”) and Joseph Stilwell consented to the entry of an administrative SEC order (the “Order”)
that, among other things, alleged civil violations of the Investment Advisers Act of 1940 and certain rules promulgated thereunder
for failing to adequately disclose conflicts of interest presented by certain inter-fund loans. No investor suffered monetary loss
from the alleged conduct. The Order: (1) required Value and Joseph Stilwell to cease and desist from committing future violations;
(2) suspended Joseph Stilwell from association with any broker, dealer, investment adviser, or certain other regulated organizations
for a period of twelve months from entry and imposed upon him a $100,000 civil penalty; (3) censured Value and imposed upon it
the obligations to repay $239,157 in fees and to pay a $250,000 civil penalty; and (4) required Value to retain an independent
monitor for a period of three years from entry to review and assess the adequacy of certain of its policies, procedures, controls,
and disclosures. All penalty and repayment obligations set forth in the Order have been fully discharged.