Statement of Changes in Beneficial Ownership (4)
23 5월 2020 - 1:32AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Friedman Martin S. |
2. Issuer Name and Ticker or Trading Symbol
Westbury Bancorp, Inc.
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WBBW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FJ CAPITAL MANAGEMENT LLC, 1313 DOLLEY MADISON BLVD STE 306 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2020 |
(Street)
MCLEAN, VA 22101
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/19/2020 | | S | | 10834 | D | $18.30 | 272728 | I | See Footnote (1)(2)(3) |
Common Stock | 5/19/2020 | | S | | 1166 | D | $18.30 | 29355 | I | See Footnote (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Martin S. Friedman (the "Reporting Person") is the managing member of FJ Capital Management LLC ("FJ Capital"), which is the managing member of and investment adviser to Financial Opportunity Fund LLC ("FOF") and investment adviser to a separately managed account ("SMA"), each of which beneficially owns shares of the common stock of the issuer (the "Shares"). As a consequence of a stock repurchase by the issuer, FOF and the SMA, in the aggregate, beneficially became owners of 10% or more of the Shares. Therefore, (a) on behalf of FOF, FJ Capital sold 10,834 Shares and (b) on behalf of the SMA, FJ Capital sold 1,166 Shares (collectively, the "Disposed Shares") in order to reduce the aggregate beneficial ownership of the Shares by FOF and the SMA to less than 10% of the issued and outstanding Shares. |
(2) | The sale by FJ Capital on behalf of FOF and the SMA of the Disposed Shares was necessitated solely for the purpose of reducing the aggregate amount of the Shares controlled by FOF and the SMA as a consequence of the stock repurchase by the issuer in order to avoid FOF and the SMA being deemed to be bank holding companies pursuant to the Bank Holding Company Act of 1956, as amended, and the rules promulgated pursuant thereto by the Board of Governors of the Federal Reserve System. |
(3) | Martin S. Friedman, in his capacity as Managing Member of FJ Capital, has voting and dispositive power over the Shares held by FOF and the SMA. The Reporting Person disclaims beneficial ownership of the securities referred to in this Form 4 except to the extent of the Reporting Person's pecuniary interest in such securities, and the filing of this Form 4 shall not be construed as an admission that the Reporting Person is, for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Friedman Martin S. C/O FJ CAPITAL MANAGEMENT LLC 1313 DOLLEY MADISON BLVD STE 306 MCLEAN, VA 22101 |
| X |
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Signatures
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/s/ Martin S. Friedman | | 5/20/2020 |
**Signature of Reporting Person | Date |
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