Sec Form 13D Filing - First Seacoast Bancorp MHC filing for FIRST SEACOAST BANCORP INC (FSEA) - 2023-01-20

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)


First Seacoast Bancorp
(Name of Issuer)


Common Stock, $0.01 par value per share
(Title of Class of Securities)


33631P 102
(CUSIP Number)


James R. Brannen
President and Chief Executive Officer
First Seacoast Bancorp, Inc.
633 Central Avenue
Dover, New Hampshire 03820
(603) 742-4680
(Name, Address, Telephone number of Person Authorized to Receive Notices and Communications)


January 19, 2023
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐


(Continued on following pages)
Page 1 of 5 Pages

CUSIP NO. 33631P 102
13D
Page 2 of 5 Pages


1.
NAMES OF REPORTING PERSONS
 
First Seacoast Bancorp, MHC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   ☐
(b)   ☐
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
N/A
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
7.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
 
-0-
8.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER
 
-0-
9.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER
 
-0-
10.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER
 
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
-0.00-%
14.
TYPE OF REPORTING PERSON
 
HC




CUSIP NO. 33631P 102
13D
Page 3 of 5 Pages

Item 1. Security and Issuer.

The title of the class of equity securities as to which this Schedule 13D (the “Schedule”) relates is common stock, $0.01 par value per share (the “Common Stock”).

The name of the issuer is First Seacoast Bancorp (the “Issuer”).  The address of the principal executive office of the Issuer is 633 Central Avenue, Dover, New Hampshire 03820.

Item 2. Identity and Background.

This Schedule is filed on behalf of First Seacoast Bancorp, MHC (the “Reporting Person”).  The Reporting Person’s principal business was formerly the ownership of a majority of the Issuer’s outstanding shares of the Issuer’s Common Stock.  The business address of the Reporting Pers on is 633 Central Avenue, Dover, New Hampshire 03820.

Pursuant to General Instruction C of Schedule 13D, the following information is provided for each former executive officer and director of the Reporting Person (the “Insiders”):

Name
 
Position(s) with Reporting Person
Occupation
James R. Brannen
 
President, Chief Executive Officer and Director
Banker
Richard M. Donovan
 
Chief Financial Officer and Treasurer
Banker
Michael J. Bolduc
 
Secretary and Director
Attorney-at-law
Mark P. Boulanger
 
Director
Certified public accountant
James Jalbert
 
Director
Owner of passenger coach company
Thomas J. Jean
 
Director
Healthcare administrator
Erica Johnson
 
Director
Software company executive
Dana C. Lynch
 
Director
Civil engineer
Janet Sylvester
 
Director
Real estate broker
Paula J. Williamson-Reid
 
Director
Executive search firm owner

(d)
During the past five years, neither the Reporting Person nor any of the former Insiders has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
During the past five years, neither the Reporting Person nor any of the former Insiders has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 a finding of any violation with respect to such laws.

(f)
All former Insiders are U.S. citizens.




CUSIP NO. 33631P 102
13D
Page 4 of 5 Pages
 

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

Effective January 19, 2023, First Seacoast Bancorp, MHC converted from the mutual to stock form.  As a result, the Issuer and the Reporting Person ceased to exist.

Item 5. Interest in Securities of the Issuer.

Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7. Material to be Filed as Exhibits.

None.

[Signature page immediately follows]



CUSIP NO. 33631P 102
13D
Page 5 of 5 Pages
 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

   
FIRST SEACOAST BANCORP, MHC
     
     
Date: January 20, 2023
By:  
 /s/ James R. Brannen
   
James R. Brannen
   
President and Chief Executive Officer