13G Filing: MFP Investors LLC and FSB Bancorp, Inc. (FSBC)

Item 1.

(a)

Name of Issuer

FSB Bancorp, Inc.

(b)

Address of Issuer’s Principal Executive Offices

45 South Main Street

Fairport, NY 14450

USA

Item 2.

(a)

Name of Person Filing

MFP Partners, L.P.

MFP Investors LLC

Michael F. Price

(b)

Address of Principal Business Office or, if none, Residence

909 Third Avenue, 33rd Floor

New York, NY 10022

(c)

Citizenship

MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware.  Michael F. Price is a citizen of the United States of America.

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share

(e)

CUSIP Number

30289C102

Item 3.

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

MFP Partners, L.P. directly owns 141,286 shares of Common Stock, representing 7.3% of the total number of shares of Common Stock outstanding.  As the investment advisor to MFP Partners, L.P., MFP Investors LLC is deemed to have shared power to vote 141,286 shares of Common Stock, representing 7.3% of the total number of shares of Common Stock outstanding.  As Managing Member and controlling person of MFP Investors LLC, Michael F. Price is deemed to have shared power to vote 141,286 shares of Common Stock, representing 7.3% of the total number of shares of Common Stock outstanding.

The ownership percentages set forth above are based on 1,940,588 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q filed by the issuer with the Securities and Exchange Commission.