Filing Details
- Accession Number:
- 0001026081-17-000012
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-12 16:04:49
- Filed By:
- Seidman Lawrence B
- Company:
- Hv Bancorp Inc.
- Filing Date:
- 2017-09-12
- 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 | 26,934 | 26,934 | 26,934 | 1.23% | ||
| Seidman Investment Partnership | 25,314 | 25,314 | 25,314 | 1.16% | ||
| Seidman Investment Partnership II | 35,050 | 35,050 | 35,050 | 1.60% | ||
| Seidman Investment Partnership III | 12,500 | 12,500 | 12,500 | 0.57% | ||
| LSBK06-08 | 19,345 | 19,345 | 19,345 | 0.89% | ||
| Broad Park Investors | 22,812 | 22,812 | 22,812 | 1.05% | ||
| Chewy Gooey Cookies | 12,500 | 12,500 | 12,500 | 0.57% | ||
| CBPS | 20,635 | 20,635 | 20,635 | 0.95% | ||
| Veteri Place Corporation | 100,344 | 100,344 | 100,344 | 4.60% | ||
| JBRC I | 12,500 | 12,500 | 12,500 | 0.57% | ||
| Lawrence B. Seidman | 175,090 | 175,090 | 175,090 | 8.02% |
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. 2)
HV Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
40441H105
(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)
September 11, 2017
(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 .
| 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 26,934 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 26,934 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,934 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.23% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| 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 25,314 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 25,314 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,314 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.16% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| 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 35,050 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 35,050 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,050 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.60% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| 1 | NAME OF REPORTING PERSONS Seidman Investment Partnership III, 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) 0.57% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| 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 19,345 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 19,345 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,345 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.89% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| 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 22,812 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 22,812 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,812 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.05% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| 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) 0.57% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| 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 20,635 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 20,635 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,635 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.95% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| 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 100,344 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 100,344 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,344 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.60% | |
| 14 | TYPE OF REPORTING PERSON CO | |
| 1 | NAME OF REPORTING PERSONS JBRC I, LLC | |
| 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 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) 0.57% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| 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 175,090 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 175,090 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,090 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.02% | |
| 14 | TYPE OF REPORTING PERSON IN | |
CUSIP No. 40441H105
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth.
| 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 175,090 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $2,391,516, 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 2,182,125 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2017, as reported in the Issuer's Earnings Release filed with the Securities and Exchange Commission on August 16, 2017.
| A. | SAL |
| (a) | As of the close of business on September 11, 2017, SAL beneficially owned 26,934 Shares. |
Percentage: Approximately 1.23%.
| (b) | 1. Sole power to vote or direct the vote: 26,934 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 26,934 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by SAL during the past 60 days are set forth in Schedule B and are incorporated herein by reference. |
| B. | SIP |
| (a) | As of the close of business on September 11, 2017, SIP beneficially owned 25,314 Shares. |
Percentage: Approximately 1.16%.
| (b) | 1. Sole power to vote or direct the vote: 25,314 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 25,314 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by SIP during the past 60 days are set forth in Schedule B and are incorporated herein by reference. |
| C. | SIPII |
| (a) | As of the close of business on September 11, 2017, SIPII beneficially owned 35,050 Shares. |
Percentage: Approximately 1.60%.
| (b) | 1. Sole power to vote or direct the vote: 35,050 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 35,050 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by SIPII during the past 60 days are set forth in Schedule B and are incorporated herein by reference. |
| D. | SIPIII |
| (a) | As of the close of business on September 11, 2017, SIPIII beneficially owned 12,500 Shares. |
Percentage: Approximately 0.57%.
| (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) | SIPIII has not entered into any transactions in the Shares during the past 60 days. |
| E. | LSBK |
| (a) | As of the close of business on September 11, 2017, LSBK beneficially owned 19,345 Shares. |
Percentage: Approximately 0.89%.
| (b) | 1. Sole power to vote or direct the vote: 19,345 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 19,345 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by LSBK during the past 60 days are set forth in Schedule B and are incorporated herein by reference. |
| F. | Broad Park |
| (a) | As of the close of business on September 11, 2017, Broad Park beneficially owned 22,812 Shares. |
Percentage: Approximately 1.05%.
| (b) | 1. Sole power to vote or direct the vote: 22,812 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 22,812 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Broad Park during the past 60 days are set forth in Schedule B and are incorporated herein by reference. |
| G. | Chewy |
| (a) | As of the close of business on September 11, 2017, Chewy beneficially owned 12,500 Shares. |
Percentage: Approximately 0.57%.
| (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. |
| H. | CBPS |
| (a) | As of the close of business on September 11, 2017, CBPS beneficially owned 20,635 Shares. |
Percentage: Approximately 0.95%.
| (b) | 1. Sole power to vote or direct the vote: 20,635 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 20,635 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by CBPS during the past 60 days are set forth in Schedule B and are incorporated herein by reference. |
| I. | Veteri |
| (a) | Veteri, (i) as the general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 25,314 Shares owned by SIP and the 35,050 Shares owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 19,345 Shares owned by LSBK and the 20,635 Shares owned by CBPS. Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 100,344 Shares. |
Percentage: Approximately 4.60%.
| (b) | 1. Sole power to vote or direct the vote: 100,344 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 100,344 |
| 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. The transactions in the Shares by SIP, SIPII, LSBK and CBPS are set forth on Schedule B and incorporated herein by reference. |
| J. | JBRC |
| (a) | JBRC, as the co-general partner of SIPIII, may be deemed the beneficial owner of the 12,500 Shares owned by SIPIII. |
Percentage: Approximately 0.57%.
| (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) | JBRC has not entered into any transactions in the Shares during the past 60 days. |
CUSIP No. 40441H105
| K. | Seidman |
| (a) | Seidman, (i) as the manager of SAL, may be deemed the beneficial owner of the 26,934 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 25,314 Shares owned by SIP and the 35,050 Shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, may be deemed the beneficial owner of the 12,500 Shares owned by SIPIII, (iv) as the sole officer of Veteri, the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 19,345 Shares owned by LSBK and the 20,635 Shares owned by CBPS, and (v) as the investment manager for each of Broad Park and Chewy, may be deemed the beneficial owner of the 22,812 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 175,090 Shares. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares. |
Percentage: Approximately 8.02%.
| (b) | 1. Sole power to vote or direct the vote: 175,090 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 175,090 |
| 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. The transactions in the Shares during the past 60 days on behalf of SAL, SIP, SIPII, LSBK, Broad Park and CBPS are set forth on Schedule B and are incorporated herein by reference. |
An aggregate of 175,090 Shares, constituting approximately 8.02% 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) | Not applicable. |
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: September 12, 2017 | 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 | ||
| SEIDMAN INVESTMENT PARTNERSHIP III, L.P. | ||
| By: | JBRC I, LLC, its | |
| Co-General Partner | ||
| By: | /ss/ Lawrence B. Seidman | |
| Lawrence B. Seidman Managing Member | ||
| 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 | ||
| JBRC I, LLC | ||
| By: | /ss/ Lawrence B. Seidman | |
| Lawrence B. Seidman Managing Member | ||
| /ss/ Lawrence B. Seidman | |
| LAWRENCE B. SEIDMAN |
SCHEDULE A
| Name | Principal Business/Occupation | Principal Business Address | Citizenship |
| Michael Mandelbaum | Manager of Broad Park Investors, L.L.C. | 80 Main Street, Suite 510, West Orange, New Jersey 07052 | United States |
| Jonathan Mandelbaum | Manager of the Cavity, L.L.C., the General Partner of Chewy Gooey Cookies, L.P. | 80 Main Street, Suite 510, West Orange, New Jersey 07052 | United States |
SCHEDULE B
Transactions in the Shares During the Past 60 Days
| Entity | Transaction Date | Per Share* | Cost* | Shares |
| SAL | 8/24/2017 | 14.306 | 35,050.00 | 2,450.00 |
| SAL | 9/11/2017 | 14.055 | 55,067.21 | 3,918.00 |
| Total | 90,117.21 | 6,368 | ||
| SIP | 8/24/2017 | 14.306 | 36,723.10 | 2,567.00 |
| SIP | 9/11/2017 | 14.055 | 52,678.52 | 3,748.00 |
| Total | 89,401.62 | 6,315 | ||
| SIPII | 8/24/2017 | 14.306 | 37,252.20 | 2,604.00 |
| SIPII | 9/5/2017 | 14.462 | 46,060.23 | 3,185.00 |
| SIPII | 9/11/2017 | 14.058 | 30,323.22 | 2,157.00 |
| Total | 113,635.65 | 7,946 | ||
| LSBK | 8/23/2017 | 14.410 | 14,410.00 | 1,000.00 |
| LSBK | 8/24/2017 | 14.306 | 38,339.00 | 2,680.00 |
| LSBK | 9/11/2017 | 14.056 | 44,486.73 | 3,165.00 |
| Total | 97,235.73 | 6,845 | ||
| Broad Park | 8/24/2017 | 14.314 | 14,958.50 | 1,045.00 |
| Broad Park | 9/11/2017 | 14.056 | 47,114.29 | 3,352.00 |
| Total | 62,072.79 | 4,397 | ||
| CBPS | 8/24/2017 | 14.305 | 40,827.20 | 2,854.00 |
| CBPS | 9/11/2017 | 14.055 | 51,442.03 | 3,660.00 |
| Total | 92,269.23 | 6,514 |
*Includes brokerage commission.