-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDf1l8/h34Kd1R2bfEag1w5o1ep2DebediDKnRRCAYk/Zy7G3MB4PSoArBR17STt v5fIs7pSlAIpZMLkoopfVQ== 0001005409-11-000003.txt : 20110210 0001005409-11-000003.hdr.sgml : 20110210 20110210131513 ACCESSION NUMBER: 0001005409-11-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 GROUP MEMBERS: COMPENSATION COMMITTEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIME COMMUNITY BANCSHARES INC CENTRAL INDEX KEY: 0001005409 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113297463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48163 FILM NUMBER: 11591062 BUSINESS ADDRESS: STREET 1: 209 HAVEMEYER ST STREET 2: C/O DIME SAVINGS BANK OF WILLIAMSBURGH CITY: BROOKLYN STATE: NY ZIP: 11211 BUSINESS PHONE: 7187826200 MAIL ADDRESS: STREET 1: 209 HAVEMEYER STREET CITY: BROOKLYN STATE: NY ZIP: 11211 FORMER COMPANY: FORMER CONFORMED NAME: DIME COMMUNITY BANCORP INC DATE OF NAME CHANGE: 19951227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIME COMMUNITY BANCSHARES INC CENTRAL INDEX KEY: 0001005409 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113297463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 209 HAVEMEYER ST STREET 2: C/O DIME SAVINGS BANK OF WILLIAMSBURGH CITY: BROOKLYN STATE: NY ZIP: 11211 BUSINESS PHONE: 7187826200 MAIL ADDRESS: STREET 1: 209 HAVEMEYER STREET CITY: BROOKLYN STATE: NY ZIP: 11211 FORMER COMPANY: FORMER CONFORMED NAME: DIME COMMUNITY BANCORP INC DATE OF NAME CHANGE: 19951227 SC 13G 1 compco13g2008.htm SCHEDULE 13G AS OF DECEMBER 31, 2010 compco13g2008.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934


Dime Community Bancshares, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

253922-10-8

(CUSIP Number)

N/A
____________________________________________
Date of Event which Requires Filing of this Statement


Check the appropriate box to designate the rule pursuant to which the Schedule is filed:
o Rule 13d-1(b)
x   Rule 13d-1(c)
o Rule 13d-1(d)

*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).

 
 

 

 
CUSIP No. 253922-10-8
 
 
13G
 
 
Page 2 of 6 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
 
The Compensation Committee of Dime Community Bancshares, Inc.
 
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
 
 
3
 
 
SEC USE ONLY
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Delaware Corporation's Compensation Committee organized in New York
 
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
309,783
 
 
6
 
SHARED VOTING POWER
 
3,787,354
 
 
7
 
SOLE DISPOSITIVE POWER
 
309,783
 
 
8
 
 
SHARED DISPOSITIVE POWER
3,787,354
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                                  4,097,137
 
 
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
 
____
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
11.84% of 34,593,180 shares of Common Stock outstanding as of December 31, 2010.
 
 
12
 
 
TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTION BEFORE FILLING OUT!



 
 

Page 3 of 6 Pages
 



Item 1(a)

Name of Issuer: Dime Community Bancshares, Inc. ("Company")


Item 1(b)

Address of Issuer's Principal Executive Office:
209 Havemeyer Street
Brooklyn, NY 11211


Item 2(a)

Name of Person Filing: The Compensation Committee of Dime Community Bancshares, Inc.



Item 2(b)

Address of Principal Business Office:
209 Havemeyer Street
Brooklyn, NY 11211


Item 2(c)

Citizenship: U.S.A.


Item 2(d)

Title of Class of Securities:  Common Stock, par value $.01 per share ("Common Stock")


Item 2(e)

CUSIP Number: 253922-10-8


Item 3

This Statement is filed pursuant to Section 240.13d-1(c)
 
 

Page 4 of 6 Pages

Item 4
Ownership:

The following information with respect to the Committee's ownership of Common Stock is provided as of December 31, 2010.  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.


(a)
Amount Beneficially Owned
4,097,137
(b)
Percent of Class
11.84%
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
309,783
 
(ii)
shared power to vote or to direct the vote
3,787,354
 
(iii)
sole power to dispose or to direct disposition of
309,783
 
(iv)
shared power to dispose or to direct disposition of
3,787,354

The Compensation Committee (the "Committee") of Dime Community Bancshares, Inc. serves certain administrative functions for the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Certain Affiliates (the "ESOP"), an employee stock ownership plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") with individual accounts for the accrued benefits of participating employees and their beneficiaries.  The Committee also serves certain administrative functions for The Dime Savings Bank of Williamsburgh 401(k) Plan ("401(k) Plan").  In addition, the Committee acts as Trustee and possesses voting authority over 309,783 Restricted Stock Awards ("Restricted Stock Awards") granted to certain officers of the Company or Bank under the Dime Community Bancshares, Inc. 2004 Stock Incentive Plan.  As of December 31, 2010, the ESOP owns 3,266,029 shares of the Company's common stock, of which 2,093,712 of such shares had been allocated to individual accounts established for participating employees and their beneficiaries, and 1,172,317 of such shares were held, unallocated, for allocation in future years.  These shares have also been reported on the Schedule 13G filed by the Employee Stock Ownership of Dime Community Bancshares, Inc. and Certain Affiliates on February 10, 2011.  All shares of common stock owned by the ESOP are held by Pentegra Asset Management, as Trustee, as of December 31, 2010.  The Committee has the power and authority to direct the Trustee of the ESOP with respect to the investment of the ESOP's assets (including the acquisition or disposition of both allocated and unallocated shares of the Company) in the absence of a tender offer, but has no voting power with respect to any shares.  With res pect to the ESOP, ERISA, in limited circumstances, may confer upon the Trustee the power and duty to control the voting and tendering of Common Stock allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights.  As of December 31, 2010, the Company Stock Fund of the 401(k) Plan ("401(k) Plan Company Stock Fund") owns 521,325 of the Company's common stock, all of which are held by Pentegra Asset Managament as Trustee, as of December 31, 2010.  The Committee has the power and authority to direct the Trustee of the 401(k) Plan Company Stock Fund with respect to the inv estment of the Company Stock Fund assets (including the acquisition or disposition of both allocated and unallocated shares of the Company) in the absence of a tender offer, but has no voting power with respect to any shares.

Item 5
Not applicable
 
 
 

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 Company, either (i) credited to the respective individual accounts, (ii) distributed to the participating employees and their beneficiaries, or (iii) used to pay principal and interest on outstanding indebtedness incurred by ESOP to acquire Common Stock.  Dividends payable with respect to unallocated ESOP shares that have a record date that is after June 30, 2000 will be allocated to the accounts of p articipants, former participants and beneficiaries as investment earnings.  The allocation to each account is calculated by multiplying the aggregate amount of such dividends by a fraction, the numerator of which is the balance credited to the account and the denominator of which is the aggregate balances credited to all accounts, all as of the last day of the quarter immediately preceding the quarter in which the dividends are received.  Once allocated, such dividends may, at the discretion of the Committee, be paid out to the account holder within ninety (90) days after the end of the plan year in which they are received.  Under the 401(k) Plan Company Stock Fund, 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, dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the exte nt 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, to the extent paid in cash, are, at the direction of the Company, distributed to the participating employees and their beneficiaries.

 
 

Page 6 of 6 Pages



Item 7

Not applicable


Item 8

Not applicable


Item 9

Not applicable


Item 10


Certification:

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 such securities, and were not acquired and are not held in connection with or as a participant in any transaction having such purposes 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.

February 10, 2011
(Date)


THE COMPENSATION COMMITTEE OF DIME COMMUNITY BANCSHARES, INC.
  
 By:   /s/ OMER S. J. WILLIAMS  
     Omer S.J. Williams - Chairman
     
By:
 
/s/ ANTHONY BERGAMO
   
Anthony Bergamo
 
By:
 
/s/ FRED P. FEHRENBACH
   
Fred P. Fehrenbach
     
By:
 
/s/ JOHN J. FLYNN
   
John J. Flynn
     
By:
 
/s/ JOSEPH J. PERRY
   
Joseph J. Perry

 
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