Statement of Changes in Beneficial Ownership (4)
July 13 2020 - 4:01PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
RUSSELL ROBERT GLENN |
2. Issuer Name and Ticker or Trading Symbol
MSB FINANCIAL CORP
[
MSBF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
1902 LONG HILL RD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/10/2020 |
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(Street)
MILLINGTON, NJ 07946
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 7/10/2020 | | F(1) | | 1361 | D | $10.19 | 9805 | D | |
| Common Stock | 7/10/2020 | | J | | 9805 | D | $0.00 (2) | 0 | D | |
| Common Stock | 7/10/2020 | | J | | 5000 | D | $0.00 (2) | 0 | I | IRA |
| Common Stock | 7/10/2020 | | J | | 4187 | D | $0.00 (2) | 0 | I | 401k plan |
| Common Stock | 7/10/2020 | | J | | 2645 | D | $0.00 (2) | 0 | I | ESOP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Option- Right to Buy | $13.04 | 7/10/2020 | | D | | | 20000 | 6/7/2017 | 6/6/2026 | Common stock | 20000 | $0.00 (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Tax withholding of shares associated with the accelerated vesting of prior restricted stock awards upon a change in control. |
| (2) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Kearny Financial Corp. ("KRNY") and MSB Bancorp Inc. ("MSBF"). At the effective time of the Merger on July 10, 2020 (the "Effective Time"), each share of MSBF common stock issued and outstanding immediately prior to such time was converted into the right to receive either $18.00 per share in cash or 1.3 shares of KRNY common stock, subject to an election and allocation procedure whereby a maximum of 10% of such MSBF shares will be exchanged for cash and the balance will be exchanged for KRNY common stock. |
| (3) | At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Kearny Financial Corp. and MSB Bancorp Inc., all stock options were cancelled and the reporting person received a cash payment equal to $18.00 per share minus the applicable exercise price of such stock option multiplied by each stock option held. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
RUSSELL ROBERT GLENN
1902 LONG HILL RD
MILLINGTON, NJ 07946 |
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| Chief Operating Officer |
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Signatures
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| /s/ Robert G. Russell by Michael A. Shriner as Attorney-in-Fact | | 7/10/2020 |
| **Signature of Reporting Person | Date |
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