- Statement of Beneficial Ownership (SC 13D)
08 1월 2011 - 4:15AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Voting
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
(CUSIP Number)
East
Rock Capital, LLC
10 East 53
rd
Street, 31
st
Floor
New York, NY 10022
212-630-5002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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.
o
Note:
Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom
copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 (the 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).
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CUSIP No.
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663904100
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13D
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Page
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2
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of
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10
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pages
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1.
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NAMES OF REPORTING PERSONS
East Rock Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
þ
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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287,150
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10.
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SHARED DISPOSITIVE POWER
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287,150
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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287,150
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.71%(1)
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14.
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TYPE OF REPORTING PERSON
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OO, IA
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(1) Assumes that there are 3,297,147 shares of voting common stock, par value $1.00 per share, of Northeast Bancorp outstanding, based on information provided by Northeast Bancorp.
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CUSIP No.
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663904100
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13D
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Page
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3
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of
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10
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pages
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1.
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NAMES OF REPORTING PERSONS
EREF Special Situations, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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251,754
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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251,754
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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251,754
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WITH
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10.
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SHARED DISPOSITIVE POWER
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251,754
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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251,754
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.64%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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663904100
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13D
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Page
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4
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of
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10
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pages
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1.
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NAMES OF REPORTING PERSONS
D Partners Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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287,150
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10.
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SHARED DISPOSITIVE POWER
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287,150
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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287,150
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.71%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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663904100
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13D
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Page
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5
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of
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10
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pages
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1.
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NAMES OF REPORTING PERSONS
Graham Duncan
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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287,150
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10.
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SHARED DISPOSITIVE POWER
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287,150
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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287,150
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.71%
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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663904100
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13D
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Page
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6
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of
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10
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pages
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1.
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NAMES OF REPORTING PERSONS
Shapiro Partners Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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287,150
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10.
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SHARED DISPOSITIVE POWER
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287,150
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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287,150
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.71%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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663904100
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13D
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Page
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7
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of
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10
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pages
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1.
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NAMES OF REPORTING PERSONS
Adam Shapiro
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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287,150
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10.
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SHARED DISPOSITIVE POWER
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287,150
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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287,150
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.71%
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14.
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TYPE OF REPORTING PERSON
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IN
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TABLE OF CONTENTS
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CUSIP No.
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663904100
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13D
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Page
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8
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of
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10
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pages
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ITEM 1. Security and Issuer.
This Schedule 13D relates to the Voting Common Stock, par value $1.00 per share (the Voting Common Stock), of
Northeast Bancorp (the Issuer). The Issuers principal executive offices are located at 500
Canal Street, Lewiston, Maine 04240. Information given in response to each item shall be deemed
incorporated by reference in all other items, to the extent applicable.
ITEM 2. Identity and Background.
(a) Name of Persons Filing
East Rock Capital, LLC (Capital), EREF Special Situations, LLC (Special Situations), D Partners Management, LLC
(D Partners), Graham Duncan (Duncan), Shapiro Partners Management, LLC (Shapiro Partners) and Adam Shapiro.
Capital is the investment manager of East Rock Simco Endowment Fund, LP (Simco Endowment) and East Rock
Endowment, LP (Endowment). Endowment is the Managing Member of Special Situations. Special Situations holds 251,754
shares and Simco Endowment holds 20,821 shares of the Voting Common Stock as reported in this Schedule 13D.
Duncan and Shapiro jointly manage and
control the investment vehicles holding the securities reported on this Schedule 13D,
primarily as managing principals and control persons of Capital, East Rock Capital GP, LLC and East Rock Focus Management LLC,
which is the investment manager of an account that holds 14,575 shares of the Voting Common Stock reported herein.
(b) Residence or business address
10 East 53
rd
Street, 31
st
Floor, New York, NY 10022
(c) Principal Business
Investment
(d) During the last five years, none of the persons identified in this Item 2 have been
convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons identified in this Item 2 have been a party to
any 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) Citizenship
See the responses to Item 6 on the attached cover pages.
ITEM 3. Source and Amount of Funds or Other Consideration.
In connection with the consummation of the transactions contemplated by the Agreement and Plan of
Merger dated March 30, 2010 (the Merger Agreement) between FHB Formation LLC (FHB) and the
Issuer, Special Situations, Simco Endowment and the separate account managed by East Rock Focus
purchased limited liability company units in FHB for $4,137,385 in the aggregate, which units were
immediately exchanged in the merger for 287,150 shares of Voting Common Stock. The source of these funds
was available investment capital of Special Situations, Simco Endowment and such separate account.
ITEM 4. Purpose of Transaction.
The shares of Voting Common Stock were acquired primarily for investment purposes. As part of the ongoing
evaluation of this investment and investment alternatives, the Reporting Persons and their
affiliates may consider any or all of the following: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board of directors; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers
business or corporate structure; (g) changes in the Issuers charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities
association; (i) causing a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action
similar to any of those enumerated above. In connection with the closing of the transactions
contemplated by the Merger Agreement, Mr. Adam Shapiro, a managing principal and control person of
Capital, has been appointed to the board of directors of the Issuer, and in that position may have
influence over the corporate activity of the Issuer, including activity which may relate to
transactions described in Items 4(a)-(j) of Schedule 13D. Notwithstanding the foregoing, the
Reporting Persons do not have any plans or proposals which relate to, or would result in, any one
of more of the matters described in Items 4(a)-(j) of Schedule
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CUSIP No.
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663904100
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13D
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Page
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9
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of
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10
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pages
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13D. Each Reporting Person does, however, reserve the right to adopt such plans or proposals
subject to compliance with applicable regulatory requirements.
ITEM 5. Interest in Securities of the Issuer.
(a) Amount beneficially owned: See the responses to Item 11 on the attached cover pages.
(b) Number of shares as to which each Reporting Person has:
(i) sole power to vote or direct the vote: See the responses to item 7 on the attached cover
page.
(ii) sole power to dispose or direct the disposition: See the responses to item 9 on the
attached cover page.
(iii) shared power to dispose or direct the disposition: See the responses to item 10 on the
attached cover page.
(c) Except
pursuant to the consummation of the Merger, no transactions in the
Voting Common Stock were
effected during the past sixty days by any of the Reporting Persons.
(d) To the knowledge of the Reporting Persons, each shareholder has the right to receive or
the power to direct the receipt of dividends from, or proceeds from
the sale of, the shares of Voting Common Stock owned by such shareholder and reported on this Schedule 13D.
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.
ITEM 7. Material to be Filed As Exhibits.
Not applicable.
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CUSIP No.
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663904100
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13D
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Page
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10
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of
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10
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pages
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SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is true, complete and
correct.
DATE
:
January 7, 2011.
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EAST ROCK CAPITAL, LLC
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By:
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D PARTNERS MANAGEMENT, LLC
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Managing Member
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By:
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/s/ GRAHAM DUNCAN
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Name:
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Graham Duncan
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Title:
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Managing Member
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EREF SPECIAL SITUATIONS, LLC
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By:
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EAST ROCK ENDOWMENT FUND, LP
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Member
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By:
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EAST ROCK CAPITAL GP, LLC
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General Partner
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By:
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D PARTNERS MANAGEMENT, LLC
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Managing Member
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By:
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/s/ GRAHAM DUNCAN
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Name:
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Graham Duncan
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Title:
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Managing Member
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D PARTNERS MANAGEMENT, LLC
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By:
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/s/ GRAHAM DUNCAN
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Name:
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Graham Duncan
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Title:
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Managing Member
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/s/ GRAHAM DUNCAN
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Name:
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Graham Duncan
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SHAPIRO PARTNERS MANAGEMENT, LLC
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By:
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/s/ ADAM SHAPIRO
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Name:
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Adam Shapiro
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Title:
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Managing Member
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/s/ ADAM SHAPIRO
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Name:
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Adam Shapiro
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Northeast Bank (NASDAQ:NBN)
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