d1465722_13d-a.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
  
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
 
Century Bancorp Inc.  

(Name of Issuer)
  
 
Class A Common Stock, $1.00 par value 

(Title of Class of Securities)
 

 
156432106

(CUSIP Number)
 
  
Mr. Terry Maltese, Sandler O’Neill Asset Management LLC,
150 East 52nd Street, 30th Floor, New York, NY 10022 (212) 486-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
  
 
March 14, 2014

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
 
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s 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 (“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).
 
 
 
  Page 1 of 18 pages.  
  Exhibit Index located on Page 18  SEC 1746 (12-91)
 

 
 

 

 
SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 2 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Sandler O’Neill Asset Management, LLC        
   
     
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
 
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
    00
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    New York
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
            294,900    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
            294,900    

11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    294,900
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    8.23%
   
14.
 
Type of Reporting Person*
 
    00
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



 
 

 


SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 3 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    SOAM Holdings, LLC        
   
     
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
 
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
    00
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    Delaware
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
          235,300

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
            235,300

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    235,300
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    6.57%
   
14.
 
Type of Reporting Person*
 
    00
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



 
 

 
 

SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 4 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund, L.P.        
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
WC        
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
Delaware        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

   8.    Shared Voting Power
 
    14,700    

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
14,700    

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
14,700        
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
0.41%        
   
14.
 
Type of Reporting Person*
 
PN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



 
 

 

 

SCHEDULE 13D
 
 
CUSIP No. 156432106
 
Page 5 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund II, L.P.        
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
WC        
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
Delaware        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

   8.    Shared Voting Power
 
    98,100

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
    98,100

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
98,100        
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
2.74%        
   
14.
 
Type of Reporting Person*
 
PN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



 
 

 



 
SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 6 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Offshore, Ltd            
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
    WC        
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    Cayman Islands        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

   8.    Shared Voting Power
 
            31,100

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
            31,100

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
31,100
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
0.87%
   
14.
 
Type of Reporting Person*
 
CO
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 


 
SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 7 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta MLC Fund, L.P.        
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
WC        
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
Delaware        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
    61,900

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
    61,900    

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
61,900        
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
1.73%        
   
14.
 
Type of Reporting Person*
 
PN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



 
 

 

 

SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 8 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta MLC Offshore, Ltd            
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
    WC        
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    Cayman Islands        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

   8.    Shared Voting Power
 
            23,014

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
            23,014

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
23,014
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
0.64%
   
14.
 
Type of Reporting Person*
 
CO
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.




 
 

 

 
SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 9 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
SOAM Phoenix Partners, L.P.            
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
    WC        
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    Delaware        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

   8.    Shared Voting Power
 
            23,400

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
            23,400

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
23,400
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
0.65%
   
14.
 
Type of Reporting Person*
 
PN
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 

SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 10 of 18 Pages

 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Titan Fund, L.P.
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
WC
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
Cayman Islands      
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

   8.    Shared Voting Power
 
        37,200

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
        37,200

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
37,200        
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    1.04%        
   
14.
 
Type of Reporting Person*
 
    PN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 

 

SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 11 of 18 Pages
 
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    SOAM Market Neutral Master Fund, Ltd.
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
WC
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
Cayman Islands      
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
        5,486

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
        5,486

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,486
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    0.15%        
   
14.
 
Type of Reporting Person*
 
    CO       
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 
 

 
SCHEDULE 13D
 
CUSIP No. 156432106
 
Page 12 of 18 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Terry Maltese
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
00            
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
USA            
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

   8.    Shared Voting Power
 
    294,900        

   9.    Sole Dispositive Power
 

 10.    Shared Dispositive Power
 
294,900        

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
294,900            
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
8.23%            
   
14.
 
Type of Reporting Person*
 
IN        
   
 

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 
 

 

 
Item 1.    Security and Issuer.
 
The class of equity securities to which this statement relates is the Class A common stock, par value $1.00 per share (“Common Stock”), of Century Bancorp Inc. (the “Issuer”), a Massachusetts corporation, with its principal office at 400 Mystic Avenue, Medford, MA 02155.
 
Item 2.    Identity and Background.
 
(a)    This statement is being filed by (i) Sandler O’Neill Asset Management LLC, a New York limited liability company (“SOAM”), with respect to shares of Common Stock beneficially owned by Malta Hedge Fund, L.P., a Delaware limited partnership (“MHF”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”), Malta Offshore, Ltd., a Cayman Islands company (“MO”), Malta MLC Fund, L.P., a Delaware limited partnership (“MLC”), Malta MLC Offshore, Ltd., a Cayman Islands company (“MLCO”), Malta Titan Fund, LP (“Titan”), a Cayman Islands partnership, SOAM Phoenix Partners, L.P., a Delaware limited partnership (“SPP”) and SOAM Market Neutral Master Fund, Ltd. (“Market Neutral”), a Cayman Islands company (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MHF, MHFII, MLC, SPP and Titan (iii) MHF, with respect to shares of Common Stock beneficially owned by it, (iv) MHFII, with respect to shares of Common Stock beneficially owned by it, (v) MLC, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it, (vii) MLCO, with respect to shares of Common Stock beneficially owned by it, (viii) SPP, with respect to share of Common Stock beneficially owned by it, (ix) Titan, with respect to shares of Common Stock beneficially owned by it, (x) Market Neutral, with respect to shares of Common Stock beneficially owned by it and (xi) Terry Maltese as Managing Member of SOAM, with respect to shares of Common Stock beneficially owned by MHF, MHFII, MLC, MO, MLCO, SPP, Titan and Market Neutral. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons” and MHF, MHFII, MLC, SPP and Titan are sometimes collectively referred to herein as the “Partnerships.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO, MLCO and Market Neutral. The managing member of Holdings and SOAM is Mr. Maltese. In his capacity as managing member of Holdings and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MHF, MHFII, MLC, MO, MLCO, SPP, Titan, Market Neutral, SOAM and Holdings.
 
(b)    The address of the principal offices of each of MHF, MHFII, MLC, SPP, Titan, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 150 East 52nd Street, 30th Floor, New York, NY 10022. The address of the principal office of MO, MLCO and Market Neutral is c/o Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, 2nd Floor, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.
 
(c)    The principal business of MHF, MHFII, MLC, SPP and Titan, is that of private partnerships engaged in investment in securities for its own account. The principal business of MO, MLCO and Market Neutral is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO, MLCO and Market Neutral. The present principal occupation or employment of Mr. Maltese is President of SOAM and Holdings.
 
(d)    During the last five years, none of MHF, MHFII, MLC, MO, MLCO, SPP, Titan, Market Neutral, Holdings, SOAM, or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 (e)    During the last five years, none of MHF, MHFII, MLC, MO, MLCO, SPP, Titan, Market Neutral, Holdings, SOAM, or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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)    Mr. Maltese is a U.S. citizen.
 
Item 3.    Source and Amount of Funds.
 
The approximate net investment cost (including commissions, if any) of the shares of Common Stock held by MHF, MHFII, MO, MLC, MLCO, SPP, Titan and Market Neutral is $305,589; $2,096,000; $626,260; $1,280,190, $582,300, $617,000, $1,262,000 and $181,000 respectively. Such shares were purchased with the investment capital of the respective entities.
 
Item 4.    Purpose of Transaction.
 
The purpose for which the Common Stock was acquired by the Reporting Persons is for investment. As such, in the ordinary course of their business, the Reporting Persons will continuously evaluate the financial condition, results of operations, business and prospects of the Issuer, the securities markets in general and the market for the Common Stock in particular, conditions in the economy and the financial institutions industry generally and other investment opportunities, all with a view to determining whether to hold, decrease or increase its investment in the Common Stock, through open market, privately negotiated or any other transactions. In the ordinary course of evaluating its investment, representatives of the Reporting Persons may from time to time seek to (or be invited to) discuss the business and policies of the Issuer with the management of the Issuer. However, none of the Reporting Persons has any plan or proposal as of the date hereof which would relate to or result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
 
Item 5.    Interest in Securities of the Issuer.
 
(a)    Based upon an aggregate of 3,581,429 shares of Class A Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on March 13, 2014:
 
 
(ii)
MHF beneficially owned 14,700 shares of Common Stock, constituting approximately 0.41% of the shares outstanding.
 

 
(iii)
MHFII beneficially owned 98,100 shares of Common Stock, constituting approximately 2.74% of the shares outstanding.
 
 
(iv)
MO beneficially owned 31,100 shares of Common Stock, constituting approximately 0.87% of the shares outstanding.
 
 
(v)
MLC beneficially owned 61,900 shares of Common Stock, constituting approximately 1.73% of the shares outstanding.
 
 
(vi)
MLCO beneficially owned 23,014 shares of Common Stock, constituting approximately 0.64% of the shares outstanding.
 
 
(vii)
SPP beneficially owned 23,400 shares of Common Stock, constituting approximately 0.65% of the shares outstanding.

 
(viii)
Titan beneficially owned 37,200 shares of Common Stock, constituting approximately 1.04% of the shares outstanding

 
(ix)
Market Neutral beneficially owned 5,486 shares of Common Stock, constituting approximately 0.15% of the shares outstanding

 
(x)
SOAM owned directly no shares of Common Stock. By reason of its position as management company for MHF, MHFII, MLC, SPP and Titan and investment manager for MO, MLCO and Market Neutral under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the shares held by such entities or an aggregate of 294,900 shares of Common Stock, constituting approximately 8.23% of the shares outstanding.

 
(ix)
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MHF, MHFII, MLC, SPP and Titan, under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own the shares held by such entities or an aggregate of 235,300 shares of Common Stock, constituting approximately 6.57% of the shares outstanding.
 
 
 
 

 
 
 
(xi)
Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 14,700 shares owned by MHF, the 98,100 shares owned by MHFII, the 61,900 shares owned by MLC, the 31,100 shares owned by MO, the 23,014 shares owned by MLCO, the 23,400 shares owned by SPP, the 37,200 shares owned by Titan, the 5,486 shares owned by Market Neutral or an aggregate of 294,900 shares of Common Stock, constituting approximately 8.23% of the shares outstanding.
 
 
(xii)
In the aggregate, the Reporting Persons beneficially own 294,900 shares of Common Stock, constituting approximately 8.23% of the shares outstanding.
 
(b)        The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MLCO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. Market Neutral has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. Each of MO, MLCO and Market Neutral is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by each of MO, MLCO and Market Neutral. Mr. Maltese, as President and managing member of Holdings and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.

(c) During the sixty days prior to March 14, 2014 the Reporting persons effected the following transactions in the Common Stock:

Transactions by MHF last 60 days
Date
 
  
Transaction
 
  
Price
 
  
Shares
 
02/21/14
 
Sale
 
35.85
 
(300)
03/04/14
 
Sale
 
35.86
 
(300)
03/13/14
 
Buy
 
33.42
 
700
 
Transactions by MHFII last 60 days
Date
 
  
Transaction
  
Price
  
Shares
02/21/14
 
Sale
 
35.85
 
(1,500)
02/24/14
 
Sale
 
35.85
 
(200)
02/28/14
 
Sale
 
35.85
 
(200)
03/04/14
 
Sale
 
35.86
 
(1,800)
03/13/14
 
Buy
 
33.42
 
5,500
 
Transactions by MO last 60 days
Date
 
  
Transaction
  
Price
 
  
Shares
[
02/21/14
 
Sale
 
35.85
 
(500)
02/24/14
 
Sale
 
35.85
 
(100)
02/28/14
 
Sale
 
35.85
 
(100)
03/04/14
 
Sale
 
35.86
 
(600)
 
Transactions by MLC last 60 days
Date
 
  
Transaction
 
  
Price
 
  
Shares
 
01/16/14
 
Buy
 
33.94
 
400
01/17/14
 
Buy
 
34.00
 
400
01/21/14
 
Buy
 
34.05
 
2,000
01/22/14
 
Buy
 
34.05
 
600
01/27/14
 
Buy
 
34.05
 
100
01/28/14
 
Buy
 
34.05
 
200
01/29/14
 
Buy
 
34.05
 
300
02/03/14
 
Buy
 
34.04
 
1,200
02/21/14
 
Sell
 
35.85
 
(900)
02/24/14
 
Sell
 
35.85
 
(100)
02/28/14
 
Sell
 
35.85
 
(100)
03/04/14
 
Sell
 
35.86
 
(1,100)
03/13/14
 
Buy
 
33.42
 
2,400
 
 

 
 
 
Transaction by MLCO last 60 days
Date
 
  
Transaction
 
  
Price
 
  
Shares
 
02/21/14
 
Sale
 
35.85
 
(400)
03/04/14
 
Sale
 
35.86
 
(500)
 
Transaction by SPP last 60 days
Date
 
  
Transaction
 
  
Price
 
  
Shares
 
02/21/14
 
Sale
 
35.85
 
(400)
03/04/14
 
Sale
 
35.86
 
(500)
 
Transactions by Titan last 60 days            
Date
 
 
Transaction
 
 
Price
 
 
Shares
 
01/16/14
 
Buy
 
33.94
 
1,800
01/17/14
 
Buy
 
34.00
 
2,200
01/21/14
 
Buy
 
34.05
 
9,900
01/22/14
 
Buy
 
34.05
 
2,900
01/27/14
 
Buy
 
34.05
 
300
01/28/14
 
Buy
 
34.05
 
1,300
01/29/14
 
Buy
 
34.05
 
1,800
02/03/14
 
Buy
 
34.04
 
6,000
02/21/14
 
Sell
 
35.85
 
(100)
03/04/14
 
Sell
 
35.86
 
(100)
03/13/14
 
Buy
 
33.42
 
7,200
 
Transaction by Market Neutral last 60 days
Date
 
  
Transaction
 
  
Price
 
  
Shares
 
02/21/14
 
Sale
 
35.85
 
(100)
03/04/14
 
Sale
 
35.86
 
(100)

(d)
 
Not applicable.
 
(e)
 
Not applicable.
 
Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
 
Item 7.    Material to be Filed as Exhibits.
 
Exhibit 1
 
Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission
 
 
 
 

 
 
SIGNATURES
 
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.
 
Dated: March 25, 2014
 
Malta Titan Fund, L.P.
     
MALTA HEDGE FUND, L.P.
         
By:
 
SOAM Holdings, LLC,
the sole general partner         
     
By:
 
SOAM Holdings, LLC,
the sole general partner
         
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Managing Member
         
Terry Maltese
Managing Member
     
MALTA MLC FUND, L.P.
     
MALTA HEDGE FUND II, L.P.
         
By:
 
SOAM Holdings, LLC
the sole general partner        
     
By:
 
SOAM Holdings, LLC,
the sole general partner
         
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Managing Member
         
Terry Maltese
Managing Member
     
SOAM MARKET NEUTRAL MASTER FUND, LTD
   
     
     
/s/ Terry Maltese
_______________________
   
Terry Maltese
Director
   
       
Sandler O’Neill Asset
MALTA OFFSHORE, LTD
     
Management LLC
 
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Director
         
Terry Maltese
President
 
MALTA MLC OFFSHORE, LTD.
       
 
            Terry Maltese
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Director
         
Terry Maltese
 
 
SOAM Holdings, LLC
      SOAM Phoenix Partners
 
         
By:
 
SOAM Holdings, LLC,
the sole general partner
         
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Managing Member
         
Terry Maltese
Managing Member
 
 
  Page 17 of 18 pages.  
 
 
 
 

 

 
EXHIBIT 1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
Dated:  March 25, 2014
 
 
MALTA TITAN FUND, L.P.
     
MALTA HEDGE FUND, L.P.
         
By:
 
SOAM Holdings, LLC,
the sole general partner         
     
By:
 
SOAM Holdings, LLC,
the sole general partner
         
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Managing Member
         
Terry Maltese
Managing Member
     
MALTA MLC FUND, L.P.
     
MALTA HEDGE FUND II, L.P.
         
By:
 
SOAM Holdings, LLC
the sole general partner        
     
By:
 
SOAM Holdings, LLC,
the sole general partner
         
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Managing Member
         
Terry Maltese
Managing Member
 
       
Sandler O’Neill Asset
MALTA OFFSHORE, LTD
     
Management LLC
 
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Director
         
Terry Maltese
President
 
MALTA MLC OFFSHORE, LTD.
       
 
            Terry Maltese
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Director
         
Terry Maltese
 
 
SOAM MARKET NEUTRAL MASTER FUND, LTD
   
     
     
By: /s/ Terry Maltese
_______________________
   
Terry Maltese
Director
   
 
SOAM Holdings, LLC
    SOAM Phoenix Partners
 
         
By:
 
SOAM Holdings, LLC,
the sole general partner
         
By:
 
/s/ Terry Maltese
_______________________
     
By:
 
/s/ Terry Maltese
____________________________
   
Terry Maltese
Managing Member
         
Terry Maltese
Managing Member
 
 
SK 27061 0003 1465722
 
 
  Page 18 of 18 pages.