UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Malvern Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

561409103

(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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CUSIP No. 561409103		13G/A

 

1		NAME OF REPORTING PERSONS   Clover Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   474,490
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   474,490
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   474,490
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.2%
12		TYPE OF REPORTING PERSON*   PN, IA

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 561409103		13G/A

 

1		NAME OF REPORTING PERSONS   Clover Partners Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   474,490
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   474,490
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   474,490
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.2%
12		TYPE OF REPORTING PERSON*   OO, HC

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

WEST

 

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CUSIP No. 561409103		13G/A

 

1		NAME OF REPORTING PERSONS   John A. Guerry
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   474,490
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   474,490
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   474,490
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.2%
12		TYPE OF REPORTING PERSON*   IN, HC

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

WEST

 

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AMENDMENT NO. 1 TO SCHEDULE 13G

This Amendment No. 1 to Schedule 13G is being filed on behalf of Clover Partners, L.P. (the “Adviser”), a Texas limited partnership and the general partner and investment adviser of MHC Mutual Conversion Fund, L.P. (the “Fund”), Clover Partners Management, LLC, a Texas limited liability company and the general partner of the Adviser (“Clover”), and John A. Guerry, the principal of Clover, (collectively, the “Reporting Persons”), relating to common stock, par value $0.01 (the “Common Stock”), of Malvern Bancorp, Inc., a Pennsylvania corporation, purchased by the Adviser on behalf of the Fund.

 

Item 1(a)

Name of Issuer.

Malvern Bancorp, Inc. (the “Issuer”)

 

Item 1(b)

Address of Issuer’s Principal Executive Offices.

42 Lancaster Avenue

Paoli, PA 19301

 

Item 2(a)

Name of Person Filing.

Clover Partners, L.P.

Clover Partners Management, LLC

John A. Guerry

 

Item 2(b)

Address of Principal Business Office.

100 Crescent Court, Suite 575

Dallas, TX 75201

 

Item 2(c)

Citizenship.

Clover Partners, L.P.—Texas

Clover Partners Management, LLC—Texas

John A. Guerry—United States of America

 

Item 2(d)

Title of Class of Securities.

Common Stock

 

Item 2(e)

CUSIP Number.

561409103

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Item 3

Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

		(a)		☐		Broker or dealer registered under section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78o).
		(b)		☐		Bank as defined in section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
		(c)		☐		Insurance company as defined in section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
		(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (the “Company Act”) (15 U.S.C. 80a-8).
		(e)		☒		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) under the Exchange Act.
		(f)		☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) under the Exchange Act.
		(g)		☒		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G) under the Exchange Act.
		(h)		☐		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
		(i)		☐		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Company Act (15 U.S.C. 80a-3).
		(j)		☐		Group, in accordance with §240.13d-1(b)(1)(ii)(J) under the Exchange Act.

 

Item 4

Ownership.

 

(a)

amount beneficially owned:

 

(i)

The Reporting Persons may each be deemed the beneficial owner of 474,490 shares of Common Stock.

 

(b)

percent of class:

 

(i)

The Reporting Persons may be deemed the beneficial owner of 7.2% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares of Common Stock beneficially owned by 6,560,162, the number of shares of Common Stock issued and outstanding as of February 8, 2017 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 9, 2017.

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(c)

Number of shares as to which the person has:

 

(i)

Each Reporting Person may be deemed to have the shared right to direct the vote and disposition of 474,490 shares of Common Stock.

 

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Clover is the general partner of the Adviser and John A. Guerry is the principal of Clover.

 

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

Item 10

Certification.

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.

 

Exhibits

Exhibit 1

Joint Filing Agreement, dated February 14, 2017, among Clover Partners, L.P., Clover Partners Management, LLC and John A. Guerry.

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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.

Date: February 14, 2017

 

 

 

 

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