Filing Details
- Accession Number:
- 0001026081-20-000008
- Form Type:
- 13D Filing
- Publication Date:
- 2020-12-15 17:12:12
- Filed By:
- Seidman Investment Partnership
- Company:
- Mid-Southern Bancorp Inc. (NASDAQ:MSVB)
- Filing Date:
- 2020-12-15
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Seidman and Associates | 33,798 | 33,798 | 33,798 | 1.06% | ||
Seidman Investment Partnership | 26,221 | 26,221 | 26,221 | 0.83% | ||
Seidman Investment Partnership II | 27,837 | 27,837 | 27,837 | 0.88% | ||
LSBK06-08 | 17,938 | 17,938 | 17,938 | 0.57% | ||
Broad Park Investors | 20,224 | 20,224 | 20,224 | 0.64% | ||
Chewy Gooey Cookies | 12,500 | 12,500 | 12,500 | 0.39% | ||
CBPS | 71,996 | 71,996 | 71,996 | 0% | ||
Veteri Place Corporation | 138,518 | 138,518 | 138,518 | 2.27% | ||
Lawrence B. Seidman | 4.36% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Mid-Southern Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
59548Q107
(CUSIP Number)
LAWRENCE B. SEIDMAN
100 Lanidex Plaza, 1st Floor
Parsippany, New Jersey 07054
(973) 952-0405
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 2020
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS Seidman and Associates, L.L.C. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 33,798 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 33,798 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,798 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.06% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS Seidman Investment Partnership, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 26,221 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 26,221 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,221 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.83% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS Seidman Investment Partnership II, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 27,837 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 27,837 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,837 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.88% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS LSBK06-08, L.L.C. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 17,938 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 17,938 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,938 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.57% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS Broad Park Investors, L.L.C. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 20,224 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 20,224 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,224 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.64% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS Chewy Gooey Cookies, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 12,500 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 12,500 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.39% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS CBPS, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER - 0 - | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS Veteri Place Corporation | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 71,996 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 71,996 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,996 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.27% | |
14 | TYPE OF REPORTING PERSON CO |
CUSIP No. 59548Q107 |
1 | NAME OF REPORTING PERSONS Lawrence B. Seidman | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 138,518 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 138,518 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,518 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.36% | |
14 | TYPE OF REPORTING PERSON CO |
CUSIP No. 59548Q107
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth.
Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
(a-c) All Shares of the Issuer owned by CBPS were sold on December 11, 2020. Therefore, CBPS is no longer a member of the Section 13(d) group and
shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 1.
Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market purchases (unless otherwise noted), as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase cost of the 138,518 Shares beneficially owned in the
aggregate by the Reporting Persons is approximately $1,724,677.79, including brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 3,174,657 Shares outstanding,
which is the total number of Shares outstanding as of September 30, 2020, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 13, 2020. On December 11, 2020, one of the
Reporting Persons sold 20,857 shares, reducing the Reporting Persons interest in the securities of the Issuer to below 5.00%, and therefore the Reporting Persons are not required to file additional Schedule 13D amendments.
A. | SAL |
(a) | As of the close of business on December 14, 2020, SAL beneficially owned 33,798 Shares. |
Percentage: Approximately 1.06%.
(b) | 1. Sole power to vote or direct the vote: 33,798 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 33,798 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | SAL has not entered into any transactions in the Shares during the past 60 days. |
B. | SIP |
(a) | As of the close of business on December 14, 2020, SIP beneficially owned 26,221 Shares. |
Percentage: Approximately 0.83%.
(b) | 1. Sole power to vote or direct the vote: 26,221 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 26,221 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | SIP has not entered into any transactions in the Shares during the past 60 days. |
CUSIP No. 59548Q107
C. | SIPII |
(a) | As of the close of business on December 14, 2020, SIPII beneficially owned 27,837 Shares. |
Percentage: Approximately 0.88%.
(b) | 1. Sole power to vote or direct the vote: 27,837 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 27,837 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | SIPII has not entered into any transactions in the Shares during the past 60 days. |
D. | LSBK |
(a) | As of the close of business on December 14, 2020, LSBK beneficially owned 17,938 Shares. |
Percentage: Approximately 0.57%.
(b) | 1. Sole power to vote or direct the vote: 17,938 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 17,938 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | LSBK has not entered into any transactions in the Shares during the past 60 days. |
E. | Broad Park |
(a) | As of the close of business on December 14, 2020, Broad Park beneficially owned 20,224 Shares. |
Percentage: Approximately 0.64%.
(b) | 1. Sole power to vote or direct the vote: 20,224 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 20,224 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Broad Park has not entered into any transactions in the Shares during the past 60 days. |
CUSIP No. 59548Q107
F. | Chewy |
(a) | As of the close of business on December 14, 2020, Chewy beneficially owned 12,500 Shares. |
Percentage: Approximately 0.39%.
(b) | 1. Sole power to vote or direct the vote: 12,500 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 12,500 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Chewy has not entered into any transactions in the Shares during the past 60 days. |
G. | CBPS |
(a) | As of the close of business on December 14, 2020, CBPS beneficially owned 0 Shares. |
Percentage: Approximately 0%.
(b) | 1. Sole power to vote or direct the vote: 0 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 0 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transaction in the Shares by CBPS during the past 60 days is set forth in Schedule B and is incorporated herein by reference. |
H. | Veteri |
(a) | Veteri, (i) as the general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 26,221 Shares owned by SIP and the 27,837 Shares
owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 17,938 Shares owned by LSBK and the 0 Shares owned by CBPS. Accordingly, Veteri may be deemed the beneficial owner of an aggregate of
71,996 Shares. |
Percentage: Approximately 2.27%.
(b) | 1. Sole power to vote or direct the vote: 71,996 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 71,996 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Veteri has not entered into any transactions in the Shares during the past 60 days. |
CUSIP No. 59548Q107
I. | Seidman |
(a) | Seidman, (i) as the manager of SAL, may be deemed the beneficial owner of the 33,798 Shares owned by SAL, (ii) as the sole officer of Veteri, the general
partner of each of SIP and SIPII, may be deemed the beneficial owner of the 26,221 Shares owned by SIP and the 27,837 Shares owned by SIPII, (iii) as the sole officer of Veteri, the trading advisor of LSBK and CBPS, may be deemed the
beneficial owner of the 17,938 Shares owned by LSBK and the 0 Shares owned by CBPS, and (iv) as the investment manager for each of Broad Park and Chewy, may be deemed the beneficial owner of the 20,224 Shares owned by Broad Park, and the
12,500 Shares owned by Chewy. Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 138,518 Shares. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to
all such Shares. |
Percentage: Approximately 4.36%.
(b) | 1. Sole power to vote or direct the vote: 138,518 |
2. Shared power to vote or direct the vote: 0 |
3. Sole power to dispose or direct the disposition: 138,518 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Seidman has not entered into any transactions in the Shares during the past 60 days. |
| An aggregate of 138,518 Shares, constituting approximately 4.36% of the Shares outstanding, are reported by the Reporting Persons in this statement. |
| Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be
deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. |
| To the best of the Reporting Persons' knowledge, except as set forth in this Schedule 13D, none of the persons listed on Schedule A to the Schedule 13D
beneficially owns any securities of the Issuer. |
(d) | No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the
sale of, the Shares. |
(e) | On December 11, 2020, the Reporting Persons ceased to be beneficial owners of more than five percent of the class of securities. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: December 15, 2020 | SEIDMAN AND ASSOCIATES, L.L.C. | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Manager |
SEIDMAN INVESTMENT PARTNERSHIP, L.P. | ||
By: | Veteri Place Corporation, its General Partner | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
SEIDMAN INVESTMENT PARTNERSHIP II, L.P. | ||
By: | Veteri Place Corporation, its General Partner | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
LSBK06-08, L.L.C. | ||
By: | Veteri Place Corporation, its Trading Advisor | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
BROAD PARK INVESTORS, L.L.C. | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Investment Manager |
CHEWY GOOEY COOKIES, L.P. | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Investment Manager |
CBPS, LLC | ||
By: | Veteri Place Corporation, its Trading Advisor | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
VETERI PLACE CORPORATION | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
/ss/ Lawrence B. Seidman | |
LAWRENCE B. SEIDMAN |
SCHEDULE B
Transactions in the Shares During the Past 60 Days
Entity | Transaction Date | Per Share* | Sales Proceeds* | Shares Sold |
CBPS | 12/11/2020 | 14.35 | $299,271.31 | 20,857 |
*Includes brokerage commission.