Sec Form 13G Filing - QUAINT OAK BANCORP INC (QNTO) filing for QUAINT OAK BANCORP INC. EMPLOYEE STOCK OWNERSHIP PLANQUAINT OAK BANCORP INC. EMPLOYEE STOCK OWNERSHIP PLAN - 2023-02-10

CUSIP NO. 74732T 10 6

13G/A

Page 2 of 6 Pages

1.

NAMES OF REPORTING PERSONS

Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan Trust

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                           (a)         ☐

(see instructions)

                                                            (b)         ☐

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

207,751

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

207,751

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

207,751

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.6%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP NO. 74732T 10 6

13G/A

Page 3 of 6 Pages

Item 1(a)

Name of Issuer:

Quaint Oak Bancorp, Inc.

Item 1(b).

Address of Issuer's Principal Executive Offices:

501 Knowles Avenue

Southampton, Pennsylvania 18966

Item 2(a).

Name of Person Filing:

Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan Trust (“Plan Trust”)

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Quaint Oak Bank

501 Knowles Avenue

Southampton, Pennsylvania 18966

Item 2(c).

Citizenship:

Pennsylvania

Item 2(d).

Title of Class of Securities:

Common Stock, par value $.01 per share

Item 2(e).

CUSIP Number:

74732T 10 6

Item 3.

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

(f)

 ☒   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

CUSIP NO. 74732T 10 6

13G/A

Page 4 of 6 Pages

(a)

Amount beneficially owned:

207,751

(b)

Percent of class: 9.6% (based on 2,167,613 shares issued and outstanding as of December 31, 2022)

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote  0

(ii)

Shared power to vote or to direct the vote 207,751

(iii)

Sole power to dispose or to direct the disposition of  0

Shared power to dispose or to direct the disposition of 207,751

The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, with individual accounts for the benefit of participating employees and their beneficiaries.  The reporting person's assets are held in trust by trustees, Diane J. Colyer and John J. Augustine ("Plan Trustees").  The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by the Plan Trust, as of December 31, 2022.  As of December 31, 2022, the 207,751 shares of Common Stock were allocated to individual accounts established for participating employees and their beneficiaries. In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts through the Plan Trustees, who have shared voting power over the allocated Common Stock.  Unallocated Common Stock, if any, is generally required to be voted by the Plan Trustees for or against proposals to shareholders in the same proportion as the shares of Common Stock which have been allocated to the accounts of individual participants and beneficiaries are actually voted thereby, subject in each case to the fiduciary duties of the Plan Trustees and applicable law.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable since the reporting entity owns more than 5% of the class.

CUSIP NO. 74732T 10 6

13G/A

Page 5 of 6 Pages

Item 6.

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

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 employees and their beneficiaries, to the extent paid in cash, are, at the direction of the Plan Administrator, either (i) credited to the respective individual accounts, (ii) paid to the participant or beneficiary or (iii) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable since the reporting entity is not a member of a group.

Item 9.

Notice of Dissolution of Group.

Not applicable since the reporting entity is not a member of a group.

CUSIP NO. 74732T 10 6

13G/A

Page 6 of 6 Pages

Item 10.

Certifications.

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, other than activities solely in connection with a nomination under § 240.14a-11.

Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan Trust

February 10, 2023

By:

John J. Augustine, Trustee

February 10, 2023

By:

Diane J. Colyer, Trustee