Sec Form 13G Filing - DIME COMMUNITY BANCSHARES INC (DCOM) filing for DIME COMMUNITY BANCSHARES INC (DCOM) - 2020-02-14

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

Dime Community Bancshares, Inc.

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(Name of Issuer)

Common Stock, par value $.01 per share

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(Title of Class of Securities)

253922-10-8

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(CUSIP Number)

N/A

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Date of Event which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

*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 the disclosures provided in a prior cover page.

The information required in 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).

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1	NAMES OF REPORTING PERSONS
	The Compensation and HR Committee of Dime Community Bancshares, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware Corporation's employee benefit plan organized in New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			490,920
		6	SHARED VOTING POWER
			2,057,011
		7	SOLE DISPOSITIVE POWER
			490,920
		8	SHARED DISPOSITIVE POWER
			2,057,011
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,547,931
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.3% of 35,154,642 shares of Common Stock outstanding as of December 31, 2019.
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

The following information with respect to the Committee's ownership of Common Stock is provided as of December 31, 2019.  None of the shares set forth below constitute shares the beneficial ownership of which the Committee had the right to acquire within 60 days following such date.

The Compensation and HR Committee (the "Committee") of Dime Community Bancshares, Inc. serves certain administrative functions for Dime Community Bank KSOP ("KSOP Plan").  In addition, the Committee acts as Trustee and possesses voting authority over 256,575 Restricted Stock Awards ("Restricted Stock Awards") 214,949 Performance Share Awards (“Performance Share Awards”), and 19,396 Sales Incentive Awards (“Incentive Sales Awards”) granted to certain officers of the Company or Bank under either the Dime Community Bancshares, Inc. 2004 Stock Incentive Plan or the Dime Community Bancshares, Inc. 2013 Equity and Incentive Plan.   As of December 31, 2019, the KSOP Plan owned 2,057,011 of the Common Stock, all of which are held by Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Trustee, as of December 31, 2019.  The Committee has the power and authority to direct the Trustee of the KSOP Plan with respect to the investment in the Common Stock in the absence of a tender offer, but has no voting power with respect to any shares.

Dividends on the Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts.  Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, are, at the direction of the Company, either (i) credited to the respective individual accounts or (ii) distributed to the participating employees and their beneficiaries.  Under the KSOP Plan, cash dividends on common stock allocated to the accounts of participating employees and beneficiaries are added to their respective individual accounts.  For the Restricted Stock Award shares, Performance Share Award shares, and Sales Incentive Award shares, dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts.  Dividends on Common Stock allocated to the accounts of participating person and their beneficiaries for the Restricted Stock Awards and Performance Share Award shares, to the extent paid in cash, are, at the direction of the Company, distributed to the participating employees and their beneficiaries.

	Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
Not applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 such securities, and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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)

THE COMPENSATION AND HR COMMITTEE OF DIME COMMUNITY BANCSHARES, INC.

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