Filing Details
- Accession Number:
- 0001026081-17-000017
- Form Type:
- 13D Filing
- Publication Date:
- 2017-11-28 10:19:13
- Filed By:
- Seidman Lawrence B
- Company:
- Fsb Bancorp Inc.
- Filing Date:
- 2017-11-28
- 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 | 20,013 | 20,013 | 20,013 | 1.03% | ||
| Seidman Investment Partnership | 27,103 | 27,103 | 27,103 | 1.40% | ||
| Seidman Investment Partnership II | 21,046 | 21,046 | 21,046 | 1.09% | ||
| Seidman Investment Partnership III | 4,584 | 4,584 | 4,584 | 0.24% | ||
| LSBK06-08 | 10,808 | 10,808 | 10,808 | 0.56% | ||
| Broad Park Investors | 12,724 | 12,724 | 12,724 | 0.66% | ||
| Chewy Gooey Cookies | 4,050 | 4,050 | 4,050 | 0.21% | ||
| CBPS | 15,772 | 15,772 | 15,772 | 0.81% | ||
| Veteri Place Corporation | 74,729 | 74,729 | 74,729 | 3.86% | ||
| JBRC I | 4,584 | 4,584 | 4,584 | 0.24% | ||
| Lawrence B. Seidman | 116,100 | 116,100 | 116,100 | 6.00% |
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. )
FSB Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
30289C102
(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)
November 21, 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 20,013 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 20,013 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,013 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.03% | |
| 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 27,103 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 27,103 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,103 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.40% | |
| 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 21,046 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 21,046 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,046 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.09% | |
| 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 4,584 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 4,584 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24% | |
| 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 10,808 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 10,808 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,808 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.56% | |
| 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 12,724 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 12,724 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,724 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.66% | |
| 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 4,050 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 4,050 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,050 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.21% | |
| 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 15,772 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 15,772 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,772 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.81% | |
| 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 74,729 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 74,729 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 74,729 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.86% | |
| 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 4,584 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 4,584 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,584 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24% | |
| 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 116,100 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 116,100 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,100 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.00% | |
| 14 | TYPE OF REPORTING PERSON IN | |
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. Security and Issuer
This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of FSB Bancorp, Inc., a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 45 South Main Street, Fairport New York 14450.
| Item 2. | Identity and Background. |
(a-c) This statement is being filed by Seidman and Associates, L.L.C. ("SAL"), a New Jersey limited liability company, organized to invest in securities, whose principal and executive offices are located at 100 Lanidex Plaza, Parsippany, New Jersey 07054. Lawrence Seidman is the manager of SAL.
This statement is also being filed by Seidman Investment Partnership, L.P. ("SIP"), a New Jersey limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Lanidex Plaza, Parsippany, New Jersey 07054. Veteri Place Corporation is the sole general partner of SIP and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.
This statement is also being filed by Seidman Investment Partnership II, L.P. ("SIPII"), a New Jersey limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Lanidex Plaza, Parsippany, New Jersey 07054. Veteri Place Corporation is the sole general partner of SIPII and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.
This statement is also being filed by Seidman Investment Partnership III, L.P. ("SIPIII"), a Delaware limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Lanidex Plaza, Parsippany, New Jersey 07054. JBRC I, LLC is the co-general partner of SIPIII. Lawrence Seidman is the managing member of JBRC I, LLC.
This statement is also being filed by LSBK06-08, L.L.C. ("LSBK"), a Florida limited liability company, organized to invest in securities, whose principal and executive offices are located at 215 Via Del Mar, Palm Beach, Florida 33480. Veteri Place Corporation is the trading advisor of LSBK and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.
This statement is also being filed by Broad Park Investors, L.L.C. ("Broad Park"), a New Jersey limited liability company formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052. Lawrence Seidman is the investment manager of Broad Park.
This statement is also being filed by Chewy Gooey Cookies, L.P. ("Chewy"), a Delaware limited partnership formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052. Lawrence Seidman is the investment manager of Chewy.
This statement is also being filed by CBPS, LLC ("CBPS"), a New York limited liability company, organized to invest in securities, whose principal and executive offices are located at The Clark Estates, One Rockefeller Plaza, New York, NY 10020. Veteri Place Corporation is the trading advisor of CBPS and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.
This statement is also being filed by Veteri Place Corporation ("Veteri"), a New Jersey corporation that serves as the general partner of each of SIP and SIPII and the trading advisor of each of LSBK and CBPS, whose principal offices are located at 100 Lanidex Plaza, Parsippany, NJ 07054 and 19 Veteri Place, Wayne, NJ 07470. Lawrence Seidman owns all the voting shares of Veteri and is the only officer and director of Veteri.
This statement is also being filed by JBRC I, LLC ("JBRC"), a New Jersey limited liability company that serves as the co-general partner of SIPIII, whose principal offices are located at 100 Lanidex Plaza, Parsippany, NJ 07054. Lawrence Seidman is the managing member of JBRC.
This statement is also being filed by Lawrence Seidman ("Seidman"), whose principal offices are located at 100 Lanidex Plaza, Parsippany, NJ 07054 and 19 Veteri Place, Wayne, NJ 07470. Seidman serves as the manager of SAL; the President of Veteri Place Corporation (of which he is the sole officer and director), the President of the general partner of each of SIP and SIPII, and the President of the trading advisor for each of LSBK and CBPS; the managing member of JBRC I, LLC, the co-general partner of SIPIII; and investment manager of each Broad Park and Chewy, and accordingly has sole and exclusive investment discretion and voting authority with respect to the Shares owned by each of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy and CBPS.
The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director, each general partner and each controlling person, if any, of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri, JBRC and Seidman, is set forth in Schedule A hereto. SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri , JBRC and Seidman shall hereinafter be referred to as the "Reporting Persons". The Reporting Persons have formed a group with respect to the securities of the Issuer within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Seidman is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.
| 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 116,100 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $1,805,527, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On November 22, 2017, Mr. Seidman had a phone call with Kevin Maroney, the present Chief Financial Officer and Chief Operating Officer of the Issuer. Mr. Maroney will become the President and Chief Financial Officer of the Issuer on January 1, 2018. During the phone call, Mr. Seidman suggested that the Issuer continue to accelerate its buy-back program and consider a special dividend. Mr. Seidman and Mr. Maroney also discussed different ways to maximize shareholder value and agreed to keep an open dialogue in the future.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 1,935,453 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2017, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 10, 2017.
| A. | SAL |
| (a) | As of the close of business on November 20, 2017, SAL beneficially owned 20,013 Shares. |
Percentage: Approximately 1.03%.
| (b) | 1. Sole power to vote or direct the vote: 20,013 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 20,013 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transaction in the Shares by SAL during the past 60 days is set forth in Schedule B and is incorporated herein by reference. |
| B. | SIP |
| (a) | As of the close of business on November 20, 2017, SIP beneficially owned 27,103 Shares. |
Percentage: Approximately 1.40%.
| (b) | 1. Sole power to vote or direct the vote: 27,103 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 27,103 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transaction in the Shares by SIP during the past 60 days is set forth in Schedule B and is incorporated herein by reference. |
| C. | SIPII |
| (a) | As of the close of business on November 20, 2017, SIPII beneficially owned 21,046 Shares. |
Percentage: Approximately 1.09%.
| (b) | 1. Sole power to vote or direct the vote: 21,046 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 21,046 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transaction in the Shares by SIPII during the past 60 days is set forth in Schedule B and are incorporated herein by reference. |
| D. | SIPIII |
| (a) | As of the close of business on November 20, 2017, SIPIII beneficially owned 4,584 Shares. |
Percentage: Approximately 0.24%.
| (b) | 1. Sole power to vote or direct the vote: 4,584 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,584 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transaction in the Shares by SIPIII during the past 60 days is set forth in Schedule B and are incorporated herein by reference. |
| E. | LSBK |
| (a) | As of the close of business on November 20, 2017, LSBK beneficially owned 10,808 Shares. |
Percentage: Approximately 0.56%.
| (b) | 1. Sole power to vote or direct the vote: 10,808 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 10,808 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | LSBK has not entered into any transactions in the Shares in the past 60 days. |
| F. | Broad Park |
| (a) | As of the close of business on November 20, 2017, Broad Park beneficially owned 12,724 Shares. |
Percentage: Approximately 0.66%.
| (b) | 1. Sole power to vote or direct the vote: 12,724 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 12,724 |
| 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. |
| G. | Chewy |
| (a) | As of the close of business on November 20, 2017, Chewy beneficially owned 4,050 Shares. |
Percentage: Approximately 0.21%.
| (b) | 1. Sole power to vote or direct the vote: 4,050 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,050 |
| 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 November 20, 2017, CBPS beneficially owned 15,772 Shares. |
Percentage: Approximately 0.81%.
| (b) | 1. Sole power to vote or direct the vote: 15,772 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 15,772 |
| 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. |
| I. | Veteri |
| (a) | Veteri, (i) as the general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 27,103 Shares owned by SIP and the 21,046 Shares owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 10,808 Shares owned by LSBK and the 15,772 Shares owned by CBPS. Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 74,729 Shares. |
Percentage: Approximately 3.86%.
| (b) | 1. Sole power to vote or direct the vote: 74,729 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 74,729 |
| 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, 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 4,584 Shares owned by SIPIII. |
Percentage: Approximately 0.24%.
| (b) | 1. Sole power to vote or direct the vote: 4,584 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,584 |
| 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. The transaction in the Shares by SIPIII is set forth on Schedule B and is incorporated herein by reference. |
CUSIP No. 30289C102
| K. | Seidman |
| (a) | Seidman, (i) as the manager of SAL, may be deemed the beneficial owner of the 20,013 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 27,103 Shares owned by SIP and the 21,046 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 4,584 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 10,808 Shares owned by LSBK and the 15,772 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 12,724 Shares owned by Broad Park, and the 4,050 Shares owned by Chewy. Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 116,100 Shares. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares. |
Percentage: Approximately 6.00%.
| (b) | 1. Sole power to vote or direct the vote: 116,100 |
| 2. Shared power to vote or direct the vote: 0 |
| 3. Sole power to dispose or direct the disposition: 116,100 |
| 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, SIPIII, LSBK, Broad Park and CBPS are set forth on Schedule B and are incorporated herein by reference. |
An aggregate of 116,100 Shares, constituting approximately 6.00% 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.
| (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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On November 21, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to any securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement, dated November 21, 2017, by and among SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri, JBRC and Seidman. |
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: November 27, 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 | 11/20/2017 | 16.303 | 73,968.10 | 4,537 | |
| SIP | 11/20/2017 | 16.301 | 231,866.20 | 14,224 | |
| SIPII | 11/20/2017 | 16.304 | 63,422.00 | 3,890 | |
| SIPIII | 11/20/2017 | 16.328 | 8,719.20 | 534 | |
| CBPS | 11/20/2017 | 16.303 | 78,499.50 | 4,815 |
*Includes brokerage commission.
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value, of HV Bancorp, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
| Dated: November 21, 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 |