CUSIP
No.
01890A108
|
Page 1 of
28 Pages
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 5 TO
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934
ALLIANCE
BANCORP, INC. OF PENNSYLVANIA
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
01890A108
(CUSIP
Number)
Mr.
Richard J. Lashley
PL
Capital, LLC
20 E.
Jefferson Ave.
Suite
22
Naperville,
IL 60540
973-360-1666
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
24, 2011
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box
¨
.
CUSIP
No.
01890A108
|
Page 2 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
Financial
Edge Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC,
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
281,892
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
281,892
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,892
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No.
01890A108
|
Page 3 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
Financial
Edge—Strategic Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC,
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No.
01890A108
|
Page 4 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
PL
Capital Focused Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC,
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No.
01890A108
|
Page 5 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
Goodbody/PL
Capital, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC,
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No.
01890A108
|
Page 6 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No.
01890A108
|
Page 7 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No.
01890A108
|
Page 8 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No.
01890A108
|
Page 9 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No.
01890A108
|
Page 10 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No.
01890A108
|
Page 11 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No.
01890A108
|
Page 12 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
Doris
Lashley Testamentary Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No.
01890A108
|
Page 13 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
Beth
Lashley, Trustee of the Doris Lashley Testamentary
Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No.
01890A108
|
Page 14 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
Caitlin
Anne Lashley 2010 Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
CUSIP
No.
01890A108
|
Page 15 of
28 Pages
|
1
|
NAME
OF REPORTING PERSON
Danielle
Morgan Lashley 2010 Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
CUSIP
No.
01890A108
|
Page 16 of
28 Pages
|
Item
1.
|
Security
and Issuer
|
On
January 18, 2011, Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania
corporation (“Alliance Bancorp” or the “Company”), completed the “second-step”
conversion of Alliance Bank (the “Bank”) from the mutual holding company
structure to the stock holding company structure (the “Conversion”) pursuant to
a Plan of Conversion and Reorganization. Upon completion of the
Conversion, Alliance Bancorp became the holding company for the Bank and owns
all of the issued and outstanding shares of the Bank’s common
stock. In connection with the Conversion, among other things, shares
of common stock, par value $0.01 per share, of Alliance Bancorp (“Common Stock”)
were issued in exchange for the outstanding shares of common stock of the former
federally chartered mid-tier holding company for the Bank, which also was known
as Alliance Bancorp, Inc. of Pennsylvania (the “Mid-Tier Holding Company”), held
by the “public” shareholders of the Mid-Tier Holding Company (all shareholders
except Alliance Mutual Holding Company). Each share of common stock
of the Mid-Tier Holding Company was converted into the right to receive 0.8200
shares of Alliance Bancorp Common Stock in the Conversion.
The
initial Schedule 13D, dated April 25, 2007, was filed with the Securities and
Exchange Commission on May 4, 2007 (the “Initial Schedule 13D”) and related to
the Common Stock of the Mid-Tier Holding Company. Amendment No. 1 to
the Initial Schedule 13D, dated July 16, 2007, was filed with the Securities and
Exchange Commission on August 6, 2007 and related to the Common Stock of the
Mid-Tier Holding Company. Amendment No. 2 to the Initial Schedule
13D, dated October 16, 2007, was filed with the Securities and Exchange
Commission on October 18, 2007 and related to the Common Stock of the Mid-Tier
Holding Company. Amendment No. 3 to the Initial Schedule 13D, dated
April 25, 2008, was filed with the Securities and Exchange Commission on April
30, 2008 and related to the Common Stock of the Mid-Tier Holding
Company. Amendment No. 4 to the Initial Schedule 13D dated December
15, 2009 was filed with the Securities and Exchange Commission on December 15,
2009 and related to the Common Stock of the Mid-Tier Holding Company and related
to the Common Stock of the Mid-Tier Holding Company.
This
amendment No. 5 to the Initial Schedule 13D (this “Amended Schedule 13D”) is
being filed, among other things, to reflect the conversion of all of the Common
Stock of the Mid-Tier Holding Company held by the reporting persons at the time
of the Conversion into shares of Common Stock of Alliance Bancorp, and to
reflect the reporting persons’ current holdings of the Common Stock of Alliance
Bancorp. This Amended Schedule 13D also reflects the fact that the
Doris Lashley Testamentary Trust no longer beneficially owns shares of Common
Stock, resulting in said Trust and Beth Lashley, as trustee of the Doris Lashley
Testamentary Trust, no loner being reporting persons. The address of
the principal executive offices of the Company is 541 Lawrence Road, Broomall,
PA 19008.
Item
2.
|
Identity
and Background
|
This
Amended Schedule 13D is being filed jointly by the parties identified
below. All of the filers of this Amended Schedule 13D are
collectively the “PL Capital Group.” The joint filing agreement of
the members of the PL Capital Group is attached to this Amended Schedule
13D.
CUSIP
No.
01890A108
|
Page 17 of
28 Pages
|
|
·
|
Financial
Edge Fund, L.P., a Delaware limited partnership (“Financial Edge
Fund”);
|
|
·
|
Financial
Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge
Strategic”);
|
|
·
|
PL
Capital Focused Fund, L.P., a Delaware limited partnership (“Focused
Fund”);
|
|
·
|
PL
Capital, LLC, a Delaware limited liability company (“PL Capital”) and
General Partner of Financial Edge Fund, Financial Edge Strategic and
Focused Fund;
|
|
·
|
PL
Capital Advisors, LLC, a Delaware limited liability company (“PL Capital
Advisors”), and the investment advisor to Financial Edge Fund, Financial
Edge Strategic, Focused Fund and Goodbody/PL Capital,
L.P.;
|
|
·
|
Goodbody/PL
Capital, L.P., a Delaware limited partnership (“Goodbody/PL
LP”);
|
|
·
|
Goodbody/PL
Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and
General Partner of Goodbody/PL LP;
|
|
·
|
John
W. Palmer, as (1) a Managing Member of PL Capital, PL Capital Advisors and
Goodbody/PL LLC and (2) an
individual;
|
|
·
|
Richard
Lashley, as (1) a Managing Member of PL Capital, PL Capital Advisors and
Goodbody/PL LLC; (2) an individual; (3) Trustee of the Caitlin Anne
Lashley 2010 Trust; (4) Trustee of the Danielle Morgan Lashley 2010 Trust;
and (5) holder of certain discretionary authority over an account held by
Dr. Robin Lashley, his sister;
|
|
·
|
Caitlin
Anne Lashley 2010 Trust;
|
|
·
|
Danielle
Morgan Lashley 2010 Trust; and
|
|
·
|
Dr.
Robin Lashley, as an individual.
|
(a)-(c) This
statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with
respect to the shares of Common Stock beneficially owned by them, as
follows:
|
(1)
|
shares
of Common Stock held in the name of Financial Edge Fund, Financial Edge
Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as
Managing Members of (A) PL Capital, the General Partner of Financial Edge
Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital
Advisors, the investment advisor for Financial Edge Fund, Financial Edge
Strategic and Focused Fund;
|
CUSIP
No.
01890A108
|
Page 18 of
28 Pages
|
|
(2)
|
shares
of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and
Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC, the
General Partner of Goodbody/PL LP and (B) PL Capital Advisors, the
investment advisor for Goodbody/PL
LP;
|
|
(3)
|
shares
of Common Stock held by Mr. Palmer as an individual;
and
|
|
(4)
|
shares
of Common Stock held by Mr. Lashley as: (A) an individual; (B) a holder of
certain discretionary authority over an account held by his sister Dr.
Robin Lashley; (C) Trustee for the Caitlin Anne Lashley 2010 Trust; and
(D) Trustee for the Danielle Morgan Lashley 2010
Trust.
|
The
business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund,
PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Dr. Robin
Lashley, John Palmer, and Richard Lashley is c/o PL Capital, 20 East Jefferson
Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge
Fund, Financial Edge Strategic, PL Capital, Goodbody/PL LP, PL Capital Advisors
and Goodbody/PL LLC are engaged in various interests, including
investments.
The
business address of the Caitlin Anne Lashley 2010 Trust is c/o of Richard
Lashley, Trustee, 2 Trinity Place, Warren, NJ 07059.
The
business address of the Danielle Morgan Lashley 2010 Trust is c/o of Richard
Lashley, Trustee, 2 Trinity Place, Warren, NJ 07059.
The
principal employment of Messrs. Palmer and Lashley is investment management with
each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
The
principal employment of Dr. Robin Lashley is college professor at Kent State
University, Tuscarawas Campus, 330 University Drive NE, New Philadelphia, Ohio
44663.
(d) During
the past five years, no member of the PL Capital Group has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the past five years, no member of the PL Capital Group 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 finding any violation
with respect to such laws.
(f) Each
natural person who is a member of the PL Capital Group is a citizen of the
United States.
CUSIP
No.
01890A108
|
Page 19 of
28 Pages
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
In
aggregate, the PL Capital Group owns 521,040 shares of Common Stock of the
Company acquired at an aggregate cost of $5,729,980.
The
amount of funds expended by Financial Edge Fund to acquire the 281,892 shares of
Common Stock it holds in its name was $3,179,884. Such funds were
provided from Financial Edge Fund’s available capital and from time to time by
margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such
firm’s usual terms and conditions.
The
amount of funds expended by Financial Edge Strategic to acquire the 87,985
shares of Common Stock it holds in its name was $971,835. Such funds
were provided from Financial Edge Strategic’s available capital and from time to
time by margin provided by BNP Paribas on such firm’s usual terms and
conditions.
The
amount of funds expended by Goodbody/PL LP to acquire the 78,773 shares of
Common Stock it holds in its name was $844,678. Such funds were
provided from Goodbody/PL LP’s available capital and from time to time by margin
provided by BNP Paribas on such firm’s usual terms and conditions.
The
amount of funds expended by Focused Fund to acquire the 57,560 shares of Common
Stock it holds in its name was $569,846. Such funds were provided
from PL Capital Focused Fund’s available capital and from time to time by margin
provided by BNP Paribas on such firm’s usual terms and conditions.
The
amount of funds expended by Mr. Richard Lashley to acquire the 8,280 shares of
Common Stock he holds in his name is $93,212. Such funds were
provided from Mr. Lashley’s personal funds.
The
amount of funds expended by Mr. Palmer to acquire the 2,050 shares of Common
Stock he holds in his name is $22,123. Such funds were provided from
available funds in Mr. Palmer’s Individual Retirement Account
(IRA).
The
amount of funds expended by Dr. Robin Lashley to acquire the 2,500 shares of
Common Stock she holds in her name is $26,884. Such funds were
provided from Dr. Lashley’s personal funds.
The
amount of funds expended by the Caitlin Anne Lashley 2010 Trust to acquire the
1,000 shares of Common Stock it holds in its name is $10,759. Such
funds were provided from the Trust’s available funds.
The
amount of funds expended by the Danielle Morgan Lashley 2010 Trust to acquire
the 1,000 shares of Common Stock it holds in its name is
$10,759. Such funds were provided from the Trust’s available
funds.
Any purchases of Common Stock made by members of the PL Capital Group
using funds borrowed from BNP Paribas, if any, were made in margin transactions
on that firm’s usual terms and conditions. All or part of the shares
of Common Stock owned by members
CUSIP
No.
01890A108
|
Page 20 of
28 Pages
|
of the PL
Capital Group may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such entities to
members of the PL Capital Group. Such loans, if any, generally bear
interest at a rate based upon the federal funds rate plus a
margin. Such indebtedness, if any, may be refinanced with other banks
or broker-dealers. As of the date of this filing, no member of the PL
Capital Group has margin or other loans outstanding secured by Common Stock
other than Goodbody PL LP.
Item
4.
|
Purpose
of Transaction
|
The PL
Capital Group owns 521,040 shares or 9.5% of the Company, based upon the
Company’s aggregate outstanding 5,474,710 shares as reported in a Form 8-K filed
on January 18, 2011.
PL
Capital Group’s intent is to influence the policies of the Company and assert PL
Capital’s shareholder’s rights, with a goal of maximizing the long term value of
the Common Stock.
Members
of the PL Capital Group may make further purchases of shares of Common Stock,
although the PL Capital Group has no present intention of increasing PL Capital
Group’s aggregate holdings above 9.99% of the Company’s aggregate outstanding
Common Stock. Members of the PL Capital Group may dispose of any or
all the shares of Common Stock held by them.
To the
extent the actions described herein may be deemed to constitute influencing, or
seeking to influence, the control of the Company for purposes of the Securities
Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital
Group has such a purpose. Except as noted in this Schedule 13D,
no member of the PL Capital Group currently has any plans or proposals, which
relate to, or would result in, any change in control of the Company or any of
the matters referred to in paragraphs (b) through (j), inclusive of
Item (4) of Schedule 13D. Such individuals may, at any time
and from time to time, review or reconsider their positions and formulate plans
or proposals with respect thereto.
Item
5.
|
Interest
in Securities of the Company
|
The
percentages used in this Amended Schedule 13D are calculated based upon the
number of outstanding shares of Common Stock as of January 18, 2011, as reported
in the Company’s Form 8-K filed on January 18, 2011. In this Form
8-K, the Company reported 5,474,710 outstanding shares of Common
Stock.
The PL
Capital Group made transactions in the Common Stock within the past 60 days as
noted below. Prices and share amounts for transactions occurring
prior to the Conversion have been adjusted to reflect the effects of the
Conversion:
(a)-(b) See
cover page.
CUSIP
No.
01890A108
|
Page 21 of
28 Pages
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|
(c)
|
Financial
Edge Fund made the following purchases and sales of Common Stock in the
past 60 days:
|
Date
|
|
Number of Shares
Purchased/(Sold)
|
|
|
Price Per Share ($)
|
|
|
Total
Proceeds/
-Cost($)
|
|
12/01/2010
|
|
|
1
|
|
|
$
|
8.85
|
|
|
$
|
-7.27
|
|
01/13/2011
|
|
|
2,296
|
|
|
$
|
11.01
|
|
|
$
|
-25,331.20
|
|
01/14/2011
|
|
|
731
|
|
|
$
|
10.98
|
|
|
$
|
-8,073.99
|
|
01/18/2011
|
|
|
12,500
|
|
|
$
|
11.00
|
|
|
$
|
-138,131.25
|
|
01/19/2011
|
|
|
13,000
|
|
|
$
|
10.74
|
|
|
$
|
-140,246.20
|
|
01/20/2011
|
|
|
6,000
|
|
|
$
|
10.75
|
|
|
$
|
-64,810.00
|
|
01/24/2011
|
|
|
2,400
|
|
|
$
|
10.58
|
|
|
$
|
-25,507.20
|
|
|
(d)
|
Because
Messrs. Palmer and Lashley are the Managing Members of PL Capital, the
General Partner of Financial Edge Fund, they have the power to direct the
affairs of Financial Edge Fund, including the voting and disposition of
shares of Common Stock held in the name of Financial Edge
Fund. Mr. Palmer and Mr. Lashley are also the Managing Members
of PL Capital Advisors, the investment advisor of Financial Edge
Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share
voting and dispositive power over the shares of Common Stock that
Financial Edge Fund holds.
|
(B)
|
Financial
Edge Strategic
|
(a)-(b) See
cover page.
|
(c)
|
Financial
Edge Strategic made the following purchases and sales of Common Stock in
the past 60 days:
|
Date
|
|
Number of Shares
Purchased/(Sold)
|
|
|
Price Per Share ($)
|
|
|
Total Proceeds/-Cost($)
|
|
01/13/2011
|
|
|
820
|
|
|
$
|
11.01
|
|
|
$
|
-9,079.00
|
|
01/18/2011
|
|
|
4,200
|
|
|
$
|
11.00
|
|
|
$
|
-46,418.74
|
|
01/20/2011
|
|
|
2,000
|
|
|
$
|
10.75
|
|
|
$
|
-21,610.00
|
|
|
(d)
|
Because
Messrs. Palmer and Lashley are the Managing Members of PL Capital, the
General Partner of Financial Edge Strategic, they have the power to direct
the affairs of Financial Edge Strategic, including the voting and
disposition of shares of Common Stock held in the name of Financial Edge
Strategic. Mr. Palmer and Mr. Lashley are also the Managing
Members of PL Capital Advisors, the investment advisor of Financial Edge
Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to
share voting and dispositive power over the shares of Common Stock that
Financial Edge Strategic holds.
|
CUSIP
No.
01890A108
|
Page 22 of
28 Pages
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(a)-(b) See
cover page.
|
(c)
|
Goodbody/PL
LP made the following purchases and sales of Common Stock in the past 60
days:
|
Date
|
|
Number of Shares
Purchased/(Sold)
|
|
|
Price Per Share ($)
|
|
|
Total Proceeds/-Cost($)
|
|
01/13/2011
|
|
|
820
|
|
|
$
|
11.01
|
|
|
$
|
-9,079.00
|
|
01/18/2011
|
|
|
4,000
|
|
|
$
|
11.00
|
|
|
$
|
-44,208.80
|
|
|
(d)
|
Goodbody/PL
LLC is the General Partner of Goodbody/PL LP. Because Messrs.
Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have
the power to direct the affairs of Goodbody/PL LP. Mr. Palmer
and Mr. Lashley are also the Managing Members of PL Capital Advisors, the
investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and
Mr. Lashley are deemed to share voting and dispositive power over the
shares of Common Stock held by Goodbody/PL
LP.
|
(a)-(b) See
cover page.
|
(c)
|
Focused
Fund made the following purchases and sales of Common Stock in the past 60
days:
|
Date
|
|
Number of Shares
Purchased/(Sold)
|
|
|
Price Per Share ($)
|
|
|
Total Proceeds/-Cost($)
|
|
12/09/2010
|
|
|
11,480
|
|
|
$
|
8.87
|
|
|
$
|
-102,130.00
|
|
01/05/2011
|
|
|
8,139
|
|
|
$
|
11.27
|
|
|
$
|
-91,924.69
|
|
01/13/2011
|
|
|
820
|
|
|
$
|
11.01
|
|
|
$
|
-9,079.00
|
|
01/18/2011
|
|
|
4,300
|
|
|
$
|
11.00
|
|
|
$
|
-47,523.71
|
|
01/20/2011
|
|
|
2,000
|
|
|
$
|
10.75
|
|
|
$
|
-21,610.00
|
|
|
(d)
|
Because
Messrs. Palmer and Lashley are the Managing Members of PL Capital, the
General Partner of Focused Fund, they have the power to direct the affairs
of Focused Fund, including the voting and disposition of shares of Common
Stock held in the name of Focused Fund. Mr. Palmer and Mr.
Lashley are also the Managing Members of PL Capital Advisors, the
investment advisor of Focused Fund. Therefore, Mr. Palmer and
Mr. Lashley are deemed to share voting and dispositive power over the
shares of Common Stock that Focused Fund
holds.
|
CUSIP
No.
01890A108
|
Page 23 of
28 Pages
|
(a)-(b) See
cover page.
|
(c)
|
PL
Capital has made no purchases or sales of Common Stock
directly.
|
|
(d)
|
PL
Capital is the General Partner of Financial Edge Fund and Financial Edge
Strategic. Because Messrs. Palmer and Lashley are the Managing
Members of PL Capital, they have the power to direct the affairs of PL
Capital. Therefore, Mr. Palmer and Mr. Lashley are deemed to
share voting and dispositive power with PL Capital over the shares of
Common Stock held by Financial Edge Fund and Financial Edge
Strategic.
|
(a)-(b) See
cover page.
|
(c)
|
PL
Capital Advisors has made no purchases or sales of Common Stock
directly.
|
|
(d)
|
PL
Capital Advisors is the investment advisor to Financial Edge Fund,
Financial Edge Strategic, Focused Fund and Goodbody/PL
LP. Because they are the Managing Members of PL Capital
Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs
of PL Capital Advisors. Therefore, Mr. Palmer and Mr. Lashley
are deemed to share voting and dispositive power with PL Capital Advisors
over the shares of Common Stock held by Financial Edge Fund, Financial
Edge Strategic, Focused Fund and Goodbody/PL
LP.
|
(a)-(b) See
cover page.
|
(c)
|
Goodbody/PL
LLC has made no purchases or sales of Common Stock
directly.
|
|
(d)
|
Goodbody/PL
LLC is the General Partner of Goodbody/PL LP. Because Messrs.
Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have
the power to direct the affairs of Goodbody/PL LLC. Mr. Palmer
and Mr. Lashley are also the Managing Members of PL Capital Advisors, the
investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and
Mr. Lashley are deemed to share voting and dispositive power over the
shares of Common Stock held by Goodbody/PL
LP.
|
CUSIP
No.
01890A108
|
Page 24 of
28 Pages
|
|
(c)
|
Mr.
Palmer made no purchases or sales of Common Stock in the past 60 days from
the date this Amended Schedule 13D was
filed.
|
(a)-(b) See
cover page.
|
(c)
|
Mr.
Lashley made the following purchases and sales of Common Stock in the past
60 days:
|
Date
|
|
Number of Shares
Purchased/-Sold
|
|
|
Price Per Share ($)
|
|
|
Total Proceeds/-Cost($)
|
|
12/23/2010
|
|
|
-820
|
|
|
$
|
11.19
|
|
|
$
|
9,170.90
|
|
01/18/2011
|
|
|
5,000
|
|
|
$
|
10.95
|
|
|
$
|
-55,005.05
|
|
(a)-(b) See
cover page.
|
(c)
|
Dr.
Lashley made the following purchases and sales of Common Stock in the past
60 days:
|
Date
|
|
Number of Shares
Purchased/-Sold
|
|
|
Price Per Share ($)
|
|
|
Total Proceeds/-Cost($)
|
|
12/27/2010
|
|
|
-1,786
|
|
|
$
|
11.27
|
|
|
$
|
19,625.72
|
|
01/05/2011
|
|
|
2,500
|
|
|
$
|
10.75
|
|
|
$
|
-26,883.95
|
|
(K)
|
Doris
Lashley Testamentary Trust
|
(a)-(b) See
cover page.
|
(c)
|
The
Doris Lashley Testamentary Trust made the following purchases and sales of
Common Stock in the past 60 days:
|
Date
|
|
Number of Shares
Purchased/-Sold
|
|
|
Price Per Share ($)
|
|
|
Total Proceeds/-Cost($)
|
|
12/28/2010
|
|
|
-20
|
|
|
$
|
11.28
|
|
|
$
|
213.05
|
|
01/05/2011
|
|
|
-4,080
|
|
|
$
|
11.28
|
|
|
$
|
46,018.27
|
|
(L)
|
Caitlin
Anne Lashley 2010 Trust
|
(a)-(b) See
cover page.
CUSIP
No.
01890A108
|
Page 25 of
28 Pages
|
|
(c)
|
The
Caitlin Anne Lashley 2010 Trust bought 1,000 shares on January 19, 2011 at
$10.75 per share for a total cost of
$10,758.95.
|
(M)
|
Danielle
Morgan Lashley 2010 Trust
|
(a)-(b) See
cover page.
|
(c)
|
The
Danielle Morgan Lashley 2010 Trust bought 1,000 shares on January 19, 2011
at $10.75 per share for a total cost of
$10,758.95.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Company.
|
With
respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL
Capital is entitled to an allocation of a portion of profits, if
any. With respect to Financial Edge Fund, Financial Edge Strategic,
Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management
fee based upon a percentage of total capital. With respect to
Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of
profits, if any.
Other
than the foregoing arrangements and the Joint Filing Agreement filed as
Exhibit 1
to this
Amended Schedule 13D, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company.
Item
7.
|
Material
to be Filed as Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
1
|
|
Joint
Filing Agreement.
|
|
|
|
2
|
|
PL
Capital, LLC’s Presentation to Senior Management of Alliance Bancorp, Inc.
of Pennsylvania, dated October 16, 2007.*
|
|
|
|
3
|
|
Letter
from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania, dated
April 25, 2008.*
|
*Previously
filed.
CUSIP
No.
01890A108
|
Page 26 of
28 Pages
|
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.
Date: January
28, 2011
FINANCIAL
EDGE FUND, L.P.
|
|
|
|
By:
|
PL
CAPITAL, LLC
|
|
|
General
Partner
|
|
|
|
By:
|
/s/
John W. Palmer
|
|
/s/
Richard
J. Lashley
|
|
|
John
W. Palmer
|
Richard
J. Lashley
|
|
Managing
Member
|
Managing
Member
|
|
|
FINANCIAL
EDGE-STRATEGIC FUND, L.P.
|
|
|
By:
|
PL
CAPITAL, LLC
|
|
|
General
Partner
|
|
|
|
By:
|
/s/
John
W. Palmer
|
|
/s/
Richard
J. Lashley
|
|
|
John
W. Palmer
|
Richard
J. Lashley
|
|
Managing
Member
|
Managing
Member
|
CUSIP
No.
01890A108
|
Page 27 of
28 Pages
|
GOODBODY/PL
CAPITAL, L.P.
|
|
|
|
By:
|
GOODBODY/PL
CAPITAL, LLC
|
|
|
General
Partner
|
|
|
|
By:
|
/s/
John W. Palmer
|
|
/s/
Richard J. Lashley
|
|
|
John
W. Palmer
|
Richard
J. Lashley
|
|
Managing
Member
|
Managing
Member
|
|
|
GOODBODY/PL
CAPITAL, LLC
|
|
|
|
By:
|
/s/
John W. Palmer
|
|
/s/
Richard J. Lashley
|
|
|
John
W. Palmer
|
Richard
J. Lashley
|
|
Managing
Member
|
Managing
Member
|
|
|
PL
CAPITAL ADVISORS, LLC
|
|
|
|
By:
|
/s/
John W. Palmer
|
|
/s/
Richard J. Lashley
|
|
|
John
W. Palmer
|
Richard
J. Lashley
|
|
Managing
Member
|
Managing
Member
|
|
|
PL
CAPITAL, LLC
|
|
|
|
By:
|
/s/
John W. Palmer
|
|
/s/
Richard J. Lashley
|
|
|
John
W. Palmer
|
Richard
J. Lashley
|
|
Managing
Member
|
Managing
Member
|
|
|
DORIS
LASHLEY TESTAMENTARY TRUST
|
|
|
By:
|
/s/
Beth Lashley
|
|
|
|
Beth
Lashley
|
|
|
Trustee
|
|
|
|
CAITLIN
ANNE LASHLEY 2010 TRUST
|
|
|
By:
|
/s/
Richard Lashley
|
|
|
|
Richard
Lashley
|
|
|
Trustee
|
|
CUSIP
No.
01890A108
|
Page 28 of
28 Pages
|
DANIELLE
MORGAN LASHLEY 2010 TRUST
|
|
|
By:
|
/s/
Richard Lashley
|
|
|
|
Richard
Lashley
|
|
|
Trustee
|
|
By:
|
/s/
John W. Palmer
|
|
|
John
W. Palmer
|
|
|
By:
|
/s/
Richard J. Lashley
|
|
|
Richard
J. Lashley
|
|
|
By:
|
/s/
Robin Lashley
|
|
|
Robin
Lashley
|
|
|
By:
|
/s/
Beth Lashley
|
|
|
Beth
Lashley
|
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