13G Filing: Magnolia Capital Fund Trims Stake in Northeast Bancorp (NBN)

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CUSIP NO.                      663904209
13G
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(e)             [   ]             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);
(g)             [   ]             A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)             [   ]             A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) [   ]             A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)             [   ]             Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a)
Amount beneficially owned:
Mr. Peterson may be deemed the beneficial owner of 822,989 shares of Voting Common Stock held for the account of MCF.
TMG may be deemed the beneficial owner of 822,989 shares of Voting Common Stock held for the account of MCF.
MCF may be deemed the beneficial owner of 822,989 shares of Voting Common Stock that it holds.
On February 22, 2016, the Reporting Persons mistakenly filed Amendment No. 3 to Schedule 13G with respect to the Issuer upon the belief that the Reporting Persons were beneficial owners of more than 10% of the Issuer’s Voting Common Stock. The Reporting Persons reported an aggregate beneficial ownership of 1,037,778 shares of Voting Common Stock, but disclosed that the Reporting Persons had voting power of only 822,989 shares. The Reporting Persons in fact do not beneficially own 1,037,778 shares of the Issuer’s Voting Common Stock, but rather, as of the date of this amendment, the Reporting Persons beneficially own 822,989 shares of the Issuer’s Voting Common Stock and 214,789 shares of the Issuer’s Non-Voting Common Stock, $1.00 par value per share.
(b)
Percent of class:
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein have been determined by dividing the number of shares of Voting Common Stock beneficially owned by each of the Reporting Persons by 8,482,819 the number of shares of Voting Common Stock outstanding as of December 31, 2015, as reported on the Current Report Form 10-Q filed by the Issuer on February 12, 2016 with the Securities and Exchange Commission.
(c)
Number of shares as to which the person has:
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
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.
Not applicable.
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

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