Form 13G’s must be filed with the SEC upon any investor or entity amassing at least 5% of a company’s outstanding shares, or alternatively, an investment falling beneath the 5% ownership threshold. Investors should closely monitor this filing activity, as it represents the trading activity of some of the company’s biggest supporters, who have doubtlessly done an immense amount of research on the company and its sector and have a good understanding of its value and potential. Below we have embedded just such a filing, issued by Brown Trout Management, LLC on Fox Chase Bancorp Inc (NASDAQ:FXCB).
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Steven R. Gerbel | 0 | 598,636 | 0 | 598,636 | 598,636 | 5.16% |
| Brown Trout Management, LLC IRS Identification No. of Above Persons (Entities Only) 36-4186074 | 0 | 598,636 | 0 | 598,636 | 598,636 | 5.16% |
Page 1 of 9 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Fox Chase Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title
of Class of Securities)
35137T108
(CUSIP Number)
January 20, 2016
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
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Page 2 of 9 SEC Filing
SCHEDULE 13G
| CUSIP No. 35137T108 |
| 1 | Names of Reporting Persons Steven R. Gerbel | ||
| 2 | Check the appropriate box if a member of a Group (see (a) | ||
| 3 | Sec Use Only | ||
| 4 | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by EachReporting Person With: | 5 | Sole Voting Power 0 | |
| 6 | Shared Voting Power 598,636 | ||
| 7 | Sole Dispositive Power 0 | ||
| 8 | Shared Dispositive Power 598,636 | ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 598,636 | ||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)[ ] | ||
| 11 | Percent of class represented by amount in row (9) 5.16% | ||
| 12 | Type of Reporting Person (See Instructions) IN | ||
Page 2 of 9
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Page 3 of 9 SEC Filing
| 1 | Names of Reporting Persons Brown Trout Management, LLC IRS Identification No. of Above Persons (Entities Only) 36-4186074 | ||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) [ ] (b) [x] | ||
| 3 | Sec Use Only | ||
| 4 | Citizenship or Place of Organization | ||
United States of AmericaNumber of
Shares
Beneficially
Owned by Each
Reporting Person
With:
5
Sole Voting Power
0
6
Shared Voting Power
598,636
7
Sole Dispositive Power
0
8
Shared Dispositive Power
598,636
9
Aggregate Amount Beneficially Owned by Each Reporting Person
598,636
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
11
Percent of class represented by amount in row (9)
5.16%
12
Type of Reporting Person (See Instructions)
IA
Page 3 of 9
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Page 4 of 9 SEC Filing
| Item 1. |
| (a) | Name of Issuer: |
| Fox Chase Bancorp, Inc. | |
| (b) | Address of Issuers Principal Executive |
| 4390 Davisville Road |
| Item 2. |
| (a) | Name of Person Filing: |
| This Schedule 13G is being filed with respect to shares | |
| (b) | Address of Principal Business Office or, if None, |
| 311 South Wacker Drive | |
| (c) | Citizenship: |
| Steven R. Gerbel is a citizen of the United States of | |
| (d) | Title and Class of Securities: |
| Common Stock, par value $.01 per share | |
| (e) | CUSIP No.: |
| 35137T108 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | [_] | Broker or dealer registered under Section 15 of the Act; | |
| (b) | [_] | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | [_] | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | [_] | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | [x] | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
Page 4 of 9
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Page 5 of 9 SEC Filing
| (g) | [_] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | [_] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [_] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | |
| (j) | [_] | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | |
| (k) | [_] | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:______ |
| Item 4. Ownership |
| (a) | Amount Beneficially Owned: |
| Steven R. Gerbel: 598,636 | |
| (b) | Percent of Class: |
| Steven R. Gerbel: 5.16% | |
| (c) | Number of shares as to which such person |
| (i) | Sole power to vote or to direct the | |
| Steven R. Gerbel: 0 | ||
| (ii) | Shared power to vote or to direct the | |
| Steven R. Gerbel: 598,636 | ||
| (iii) | Sole power to dispose or to direct the disposition | |
| Steven R. Gerbel: 0 | ||
| (iv) | Shared power to dispose or to direct the disposition | |
| Steven R. Gerbel: 598,636 |
Page 5 of 9
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Page 6 of 9 SEC Filing
As calculated in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, Steven R. Gerbel beneficially owns 598,636
shares of the Issuers Common Stock, $0.01 par value per share, (Common
Stock), representing 5.16% of the Common Stock. Mr. Gerbel does not directly
own any shares of Common Stock, but he does indirectly own 598,636 shares of
Common Stock in his capacity as the managing member of BTM, an Illinois limited
liability company, which in turn serves as the general partner and investment
manager of Chicago Capital Management, LP (CCM), an Illinois limited
partnership. In addition, BTM manages two separate accounts (collectively,
Separate Accounts) for unrelated entities and an investment company,
SilverPepper Merger Arbitrage Fund (SilverPepper), on a discretionary basis.
Although Mr. Gerbel does not directly own the shares of Common Stock, Mr. Gerbel
is deemed to beneficially own the 598,636 shares of Common Stock held by CCM,
the Separate Accounts, and SilverPepper.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following [ ].
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
Each of CCM, the Separate Accounts,
and SilverPepper has the right to receive dividends and proceeds from the sale
of the shares of Common Stock held by each.
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. |
Not Applicable
| Item 8. | Identification and classification of members of the group. |
See Exhibit B
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certifications. |
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 6 of 9
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Page 7 of 9 SEC Filing
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 22, 2016
/s/ STEVEN R. GERBEL
Steven R. Gerbel
BROWN TROUT MANAGEMENT, LLC
Name: Steven R. Gerbel
Title: Managing Member
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001).
Page 7 of 9
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Page 8 of 9 SEC Filing
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all
amendments thereto, relating to the Common Stock of Fox Chase Bancorp, Inc.
shall be filed on behalf of the undersigned.
/s/ STEVEN R. GERBEL
Steven R. Gerbel
BROWN TROUT MANAGEMENT, LLC
Name: Steven R. Gerbel
Title: Managing Member
Page 8 of 9
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Page 9 of 9 SEC Filing
Exhibit B
Due to the relationships between them, the Reporting Persons
hereunder may be deemed to constitute a group with one another for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934.
Page 9 of 9
