Filing Details

Phillip M. Goldberg Foley & Lardner LLP 321 North Clark Street, Suite 2800 Chicago, IL  60654-5313 (312) 832-4549

Peter D. Fetzer Foley & Larder LLP 777 East Wisconsin Avenue Milwaukee, WI  53202-5306 (414) 297-5596

With this amendment, the PL Capital Group (as defined below) is amending the disclosures to report that it no longer holds more than 5% of the Common Stock (as defined below) of MSB Financial Corp.  So, upon the filing of this amendment, the PL Capital Group, and each person that comprises the PL Capital Group, will cease to be a reporting person with regard to the Common Stock.

Item 1.

Security and Issuer

The initial Schedule 13D, dated March 14, 2007, was filed with the Securities and Exchange Commission on March 23, 2007 (the “Initial Schedule 13D”).  Amendment No. 1 to the Initial Schedule 13D, dated June 11, 2007, was filed with the Securities and Exchange Commission on June 15, 2007 (“Amendment No. 1”).  Amendment No. 2 to the Initial Schedule 13D, dated December 11, 2007, was filed with the Securities and Exchange Commission on December 17, 2007 (“Amendment No. 2”).  Amendment No. 3 to the Initial Schedule 13D, dated December 5, 2014, was filed with the Securities and Exchange Commission on December 10, 2014 (“Amendment No. 3”).  Amendment No. 4 to the Initial Schedule 13D, dated May 3, 2016, was filed with the Securities and Exchange Commission on May 11, 2016 (“Amendment No. 4”).

 

Amendment No. 1, Amendment No. 2 and Amendment No. 3 all relate to MSB Financial Corp., a federal corporation.  MSB Financial Corp. (the “Company”) is a Maryland-chartered corporation organized in 2014 to be the successor to MSB Financial Corp., a federal corporation (“Old MSB”) upon completion of the second-step conversion of Millington Bank from the two-tier mutual holding company structure to the stock holding company structure.  The second-step conversion was completed on July 16, 2015.  As part of the second-step conversion, each of the outstanding shares of common stock of Old MSB were converted into 1.1397 shares of Company common stock, subject to certain exception with cash paid in lieu of fractional shares, subject to certain exceptions.

 

Amendment No. 4 to the Initial Schedule 13D and subsequent amendments relate to the common stock, par value $0.01 per share (“Common Stock”), of MSB Financial Corp., a Maryland corporation, issued and outstanding following completion of the second step conversion.  The address of the principal executive offices of the Company is 1902 Long Hill Road, Millington, NJ 07946-0417.

 

Item 2.

Identity and Background

This Amendment No. 5 to the Initial Schedule 13D (“Amended Schedule 13D”) is being filed jointly by the parties identified below.  All of the filers of this Amended Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to Amendment No. 4 to the initial Schedule 13D.

 

 

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital, the General Partner of Financial Edge Fund, Focused Fund and Financial Edge Strategic, and (B) PL Capital Advisors, the investment advisor for Financial Edge Fund, Focused Fund and Financial Edge Strategic;

(2)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC, the General Partner of Goodbody/PL LP and (B) PL Capital Advisors, the investment advisor for Goodbody/PL LP;

(3)

shares of Common Stock held by Mr. Richard Lashley as an individual within his IRA account and as a beneficiary of the Doris Lashley Testamentary Trust; and

(4)

shares of Common Stock held by Mr. John Palmer as an individual within his IRA account.

This statement is filed by Beth Lashley with respect to shares of Common Stock held in the name of the Doris Lashley Testamentary Trust, in Beth Lashley’s capacity as Trustee.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, John Palmer and Richard Lashley is c/o PL Capital, 47 East Chicago Avenue, Suite 328, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.  The business address of the Doris Lashley Testamentary Trust is c/o Beth R. Lashley, Trustee, 2 Trinity Place, Warren, NJ  07059.  The Doris Lashley Testamentary Trust is a testamentary trust which holds various investments and other assets.

 

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

 

Beth Lashley is a former Certified Public Accountant who is currently not employed.

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 295,890 shares of Common Stock of the Company acquired at an aggregate cost of $2,760,138.

 

The amount of funds expended by Financial Edge Fund to acquire the 133,152 shares of Common Stock it holds in its name was $1,267,331.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) or BTIG, LLC and Goldman Sachs Execution & Clearing, L.P. (“BTIG/Goldman Sachs”) on such firms’ usual terms and conditions.

 

The amount of funds expended by Financial Edge Strategic to acquire the 62,413 shares of Common Stock it holds in its name was $619,616.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin provided by BNP Paribas and BTIG/Goldman Sachs on such firms’ usual terms and conditions.

 

The amount of funds expended by Focused Fund to acquire the 20,633 shares of Common Stock it holds in its name was $111,577.  Such funds were provided from Focused Fund’s available capital and from time to time by margin provided by BNP Paribas and BTIG/Goldman Sachs on such firms’ usual terms and conditions.

 

The amount of funds expended by Goodbody/PL LP to acquire the 74,920 shares of Common Stock it holds in its name was $727,442.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin provided by BNP Paribas and BTIG/Goldman Sachs on such firms’ usual terms and conditions.

 

The amount of funds expended by Richard Lashley to acquire the 854 shares of Common Stock he holds in his name was $9,243. Such funds were provided from available funds in Richard Lashley’s IRA.

 

The amount of funds expended by John Palmer to acquire the 854 shares of Common Stock he holds in his name was $9,243. Such funds were provided from available funds in John Palmer’s IRA.

 

The amount of funds expended by the Doris Lashley Testamentary Trust to acquire the 3,064 shares of Common Stock it holds in its name is $15,687.  Such funds were provided from the trust’s available capital.

 

Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas or BTIG/Goldman Sachs if any, were made in margin transactions on those firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital 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 PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no member of the PL Capital Group has margin or other loans outstanding secured by Common Stock.

Item 4.

Purpose of Transaction

The PL Capital Group owns 4.97% of the Company, based upon the Company’s aggregate outstanding shares.  As the PL Capital Group is no longer the beneficial owner of more than five percent of the Company’s aggregate outstanding shares, the PL Capital Group will no longer file Schedule 13Ds with respect to the Company.

 

Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of ever increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s aggregate outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

 

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose.  Except as noted in this Amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals 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 Company

The percentages used in this Amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock that the Company reported in its Quarterly Report on Form 10-Q filed on May 16, 2016 for the quarter ended March 31, 2016.  In the Form 10-Q, the Company reported 5,953,423 outstanding shares of Common Stock as of May 16, 2016.

 

The PL Capital Group made the following sales (and no purchases) of Common Stock since the filing of Amendment No. 4 to the Initial Schedule 13D filed on May 11, 2016:

 

(A)	Financial Edge Fund

(c)

Financial Edge Fund made the following sales (and no purchases) of Common Stock since the filing of Amendment No. 4 to the Initial Schedule 13D filed on May 11, 2016:

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund over the shares of Common Stock that Financial Edge Fund holds.

(B)	Financial Edge Strategic

(c)

Financial Edge Strategic made the following sales (and no purchases) of Common Stock since the filing of Amendment No. 4 to the Initial Schedule 13D filed on May 11, 2016:

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic over the shares of Common Stock that Financial Edge Strategic holds.

(c)

Focused Fund made the following sales (and no purchases) of Common Stock since the filing of Amendment No. 4 to the Initial Schedule 13D filed on May 11, 2016:

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund over the shares of Common Stock that Focused Fund holds.

 

(c)

Goodbody/PL LP made the following sales (and no purchases) of Common Stock since the filing of Amendment No. 4 to the Initial Schedule 13D filed on May 11, 2016:

(d)

Goodbody/PL LLC is the General Partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Goodbody/PL LLC over the shares of Common Stock held by Goodbody/PL LP.

(c)

PL Capital has made no purchases or sales of Common Stock directly.

(d)

PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(c)

PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)

PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Advisors over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

 

(c)

Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)

Goodbody/PL LLC is the General Partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Goodbody/PL LLC over the shares of Common Stock held by Goodbody/PL LP.

(c)

Mr. Palmer did not purchase or sell any shares of Common Stock directly.

(c)	Mr. Lashley has made no purchases or sales of Common Stock directly.

(c)	The Doris Lashley Testamentary Trust made no purchases or sales of Common Stock since the filing of Amendment No. 4 to the Initial Schedule 13D filed on May 11, 2016.

(d)	Beth Lashley is the Trustee of the Doris Lashley Testamentary Trust (the Trust).  Because Beth Lashley is the Trustee of the Trust she has the power to direct the affairs of the Trust.  Therefore, Beth Lashley has voting and dispositive power over the shares of Common Stock held by the Trust.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.

 

Other than the foregoing arrangements and the Joint Filing Agreement filed as Exhibit 1 to this Amended Schedule 13D, 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 Company.

 

Item 7.

Material to be Filed as Exhibits

_____________________

*  Previously filed

SIGNATURES

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.