Initial Statement of Beneficial Ownership (3)
12 12월 2014 - 12:25AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Cocozzo Diane
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/24/2014
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3. Issuer Name
and
Ticker or Trading Symbol
CMS Bancorp, Inc. [CMSB]]
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(Last)
(First)
(Middle)
123 MAIN STREET, SUITE 750
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
SVP & Corp. Secretary /
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(Street)
WHITE PLAINS, NY 10601
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, par value $0.01 per share
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3143
(1)
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D
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Common Stock, par value $0.01 per share
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973
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I
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By IRA
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Common Stock, par value $0.01 per share
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500
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I
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Diane Cocozzo, as Custodian for Justin C. Jones UTMA NY
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Common Stock, par value $0.01 per share
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500
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I
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Diane Cocozzo, as Custodian for Connor M. Jones UTMA NY
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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(2)
(5)
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11/28/2017
(5)
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Common Stock
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7000
(5)
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$10.12
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D
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Employee Stock Option (Right to Buy)
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(3)
(5)
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11/23/2019
(5)
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Common Stock
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1500
(5)
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$7.25
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D
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Employee Stock Option (Right to Buy)
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(4)
(5)
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4/27/2021
(5)
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Common Stock
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1500
(5)
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$8.66
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D
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Explanation of Responses:
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(
1)
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Includes 616 shares of restricted stock granted to the reporting person under the CMS Bancorp, Inc. 2007 Recognition and Retention Plan ("R&R Plan") on January 26, 2011. The shares subject to this award vest in 20% increments on an annual basis beginning on January 26, 2012, with the next installment scheduled to vest on January 26, 2015. Also includes 750 shares of restricted stock granted to the reporting person under the R&R Plan on April 27, 2011, which will vest in equal installments of 20% per year beginning on April 27, 2012, with the next installment scheduled to vest on April 27, 2015.
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(
2)
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Reflects a grant of stock options under the CMS Bancorp, Inc. 2007 Stock Option Plan ("Stock Option Plan") on November 28, 2007. The option vested in five equal installments of 20% per year, beginning on of November 28, 2008. See note 5 below.
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(
3)
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Reflects a grant of stock options under the Stock Option Plan on November 23, 2009. The option became exercisable as to 300 shares on November 23, 2010, and becomes exercisable as to all remaining shares in 20% annual installments ending on November 23, 2014. See note 5 below.
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(
4)
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Reflects a grant of stock options under the Stock Option Plan on April 27, 2011. The option became exercisable as to 300 shares on April 27, 2012 and becomes exercisable as to all remaining shares in 20% annual installments ending on April 27, 2016. See note 5 below.
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(
5)
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As previously announced, on September 25, 2014, CMS Bancorp, Inc. and CMS Bank entered into an Agreement and Plan of Merger dated as of September 25, 2014 ("Merger Agreement") with Putnam County Savings Bank ("Putnam") and Putnam County Acquisition Corporation, pursuant to which, through a series of transactions, CMS Bancorp, Inc. and CMS Bank will merge with and into Putnam, with Putnam as the surviving bank (the "Merger"). Each option issued and outstanding immediately prior to the effective time of the Merger shall be cancelled and converted (after giving effect to any accelerated vesting of equity awards) into the right to receive a lump-sum cash payment, the amount of which is to be determined in the manner set forth in Section 3.1 the Merger Agreement (i.e., each holder will be entitled the difference between $13.25 and the exercise price of each option).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cocozzo Diane
123 MAIN STREET, SUITE 750
WHITE PLAINS, NY 10601
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SVP & Corp. Secretary
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Signatures
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/s/ Diane Cocozzo
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12/10/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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