Amended Statement of Ownership (sc 13g/a)
February 08 2017 - 2:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 2)*
Clifton
Bancorp Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
186873105
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
13G
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CUSIP No. 186873105
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Page 2 of 6 Pages
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1.
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NAMES OF
REPORTING PERSONS
Clifton Savings Bank Employee Stock Ownership Plan
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of New Jersey
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
1,010,475
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6.
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SHARED VOTING POWER
756,021
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7.
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SOLE DISPOSITIVE POWER
1,766,496
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,766,496
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.7% of 23,046,435 shares of Common Stock
outstanding as of December 31, 2016.
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
EP
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13G
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CUSIP No. 186873105
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Page
3
of 6 Pages
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CLIFTON SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE 13G
Clifton Bancorp Inc.
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(b)
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Address of Issuers Principal Executive Offices:
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1433 Van Houten Avenue
Clifton, New Jersey 07015
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(a)
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Name of Person Filing:
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Clifton Savings Bank Employee Stock Ownership Plan
Trustee:
Pentegra
Trust
Company
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(b)
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Address of Principal Business Office or, if none, Residence:
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2 Enterprise Drive, Suite 408
Shelton, Connecticut 06484
See Page 2, Item 4.
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(d)
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Title of Class of Securities:
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Common Stock, par value $0.01 per share
See Page 1.
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13G
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CUSIP No. 186873105
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Page
4
of 6 Pages
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(f)
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☒
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An employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F).
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Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: See Page 2, Item 9.
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(b)
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Percent of class: See Page 2, Item 11.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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See Page 2, Item 5.
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(ii)
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Shared power to vote or to direct the vote:
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See Page 2, Item 6.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See Page 2, Item 7.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See Page 2, Item 8.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A
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13G
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CUSIP No. 186873105
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Page
5
of 6 Pages
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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N/A
Item 8.
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Identification and Classification of Members of the Group.
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N/A
Item 9.
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Notice of Dissolution of Group.
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N/A
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
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13G
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CUSIP No. 186873105
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Page
6
of 6 Pages
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SIGNATURE
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.
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February 6, 2017
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Date
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/s/ William J.
Pieper
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Signature
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Pentegra Trust Company, as Trustee for the
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Clifton Savings Bank Employee Stock Ownership Plan
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By: William J. Pieper, Senior Vice President
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Pentegra Trust Company
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Name/Title
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Clifton Bancorp Inc. (MM) (NASDAQ:CSBK)
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