0000946275-12-000011.txt : 20120119 0000946275-12-000011.hdr.sgml : 20120119 20120119113622 ACCESSION NUMBER: 0000946275-12-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120119 DATE AS OF CHANGE: 20120119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY BANCORP INC CENTRAL INDEX KEY: 0000769207 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251705405 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45289 FILM NUMBER: 12533968 BUSINESS ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4123673300 MAIL ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY BANCORP INC EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001095145 IRS NUMBER: 251705405 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1009 PERRY HWY CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4123673300 MAIL ADDRESS: STREET 1: 1009 PERRY HWY CITY: PITTSBURGH STATE: PA ZIP: 15237 SC 13G/A 1 f13ga_129211-0206.htm SCHEDULE 13G AMENDMENT # 12 f13ga_129211-0206.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(b)
(Amendment No. 12)*


Fidelity Bancorp, Inc.
(Name of Issuer)


Common Stock
(Title of Class of Securities)


315831 10 7
(CUSIP Number)


December 2, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

x
Rule 13d-1(b)
    
       
o
Rule 13d-1(c)
    
       
o
Rule 13d-1(d)
    
 
 
* The remainder of the 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).

(Continued on following pages)
Page 1 of 4 pages

 
 
 
Page 2 of 4 Pages 

CUSIP No.
  
315831 10 7
  
Schedule 13G
  

1.
Name of Reporting Person
          
 
S.S. or I.R.S. Identification Number of above person:
          
             
   
Fidelity Bancorp, Inc.
          
   
Employee Stock Ownership Plan
          

2.
Check the appropriate box if a member of a group*
          

 
(a)
x
  
(b)
o
  

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:
      
317,788
  

7.
Sole Dispositive Power:
      
0
  

8.
Shared Dispositive Power:
      
317,788
  

9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
    
 317,788
  

10.
Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares*
o
  

11.
Percent of Class Represented by Amount in Row:
    10.4%  

12.
Type of Reporting Person*:
   EP
 




* SEE INSTRUCTION
 
 
 
 
 
 
 
Item 1(a)
  
Name of Issuer:
  
Fidelity Bancorp, Inc.
  

Item 1(b)
  
Address of Issuer’s Principal Executive Offices:
      

   
1009 Perry Highway
  
   
Pittsburgh, Pennsylvania 15237
  

Item 2(a)
  
Name of Person Filing:
      

   
Fidelity Bancorp, Inc.
  
   
Employee Stock Ownership Plan
  

Item 2(b)
  
Address of Principal Business Office:
  
Same as Item 1(b)
  

Item 2(c)
  
Citizenship:
  
Pennsylvania
    

Item 2(d)
  
Title of Class of Securities:
  
Common Stock
  

Item 2(e)
  
CUSIP Number:
  
315831 10 7
      

Item 3
  
Check whether the person filing is a:
      

Item 3(f)
  
X
  
Employee Benefit Plan, in accordance with Rule 13d-1(b)(1)(ii)(F).
  

Item 3(j)
  
X
  
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
  

Item 3(a)(b)(c)(d)(e)(g)(h)(i) - not applicable.
  

Item 4(a)
  
Amount Beneficially Owned:
  
317,788
  

Item 4(b)
  
Percent of Class:
  
10.4%
  

Item 4(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
  
317,788

   
(iii)
sole power to dispose or to direct the disposition of
  
0

   
(iv)
shared power to dispose or to direct the disposition of
  
317,788

Item 5
Ownership of Five Percent or Less of Class:
    
       
 
Not applicable
    
 

 
 
 
 

Item 6
  
Ownership of More than Five Percent on Behalf of Another Person:
  
       
   
Not applicable
  

Item 7
  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
  
       
   
Not applicable
  

Item 8
  
Identification and Classification of Members of the Group.
  
       
   
This Schedule 13G is being filed on behalf of the Employee Stock Ownership Plan (“ESOP”) identified in Item 2(a) by the ESOP Committee and the ESOP Trustee both filing under the Item 3(f) and 3(j) classifications. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by these entities exclusive of those shares held by the ESOP as well as identification of members of these groups.
  

Item 9
  
Notice of Dissolution of Group.
  
       
   
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 in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
 
  


 
 
 

SIGNATURE:

After reasonable inquiry and to the best of my knowledge and belief, as a member of the ESOP Committee and in my capacity as an ESOP Trustee, I certify that the information set forth in this statement is true, complete and correct.


/s/ Donald J. Huber
  
January 17, 2012
Donald J. Huber
  
Date



/s/ Christopher S. Green
  
January 17, 2012
Christopher S. Green
  
Date



/s/ Robert F. Kastelic
  
January 17, 2012
Robert F. Kastelic
  
Date




 
 
 

Exhibit A

Identification of Members of Group

Shares of common stock of the issuer are held in trust for the benefit of participating employees by the ESOP Trustees. The ESOP Trustees share voting and dispositive power with the ESOP Committee. By the terms of the ESOP, the ESOP Trustees vote stock allocated to participant accounts as directed by participants. Stock held by the Trust, but not yet allocated is voted by the ESOP Trustees as directed by the ESOP Committee. Investment direction is exercised by the ESOP Trustees as directed by the ESOP Committee. The ESOP Committee and the ESOP Trustees share voting and dispositive power with respect to the unallocated stock held by the ESOP pursuant to their fiduciary responsibilities under Section 404 of the Employee Retirement Income Security Act of 1974, as amended.

Members of the ESOP Committee/ ESOP Trustees and their beneficial ownership of shares of common stock of the issuer exclusive of membership on the ESOP Committee, responsibilities as ESOP Trustees, and of shares beneficially owned as a Participant in the ESOP are as follows:

   
Beneficial
  
Beneficial Ownership
Name
  
Ownership(1)
  
As ESOP Participant
         
Christopher S. Green
    
21,213
      
0
  
Donald J. Huber
    
13,970
      
0
  
Robert F. Kastelic
    
31,864
      
0
  


(1)
Beneficial ownership as of January 17, 2012. Includes shares of common stock of issuer owned in conjunction with family members. The ESOP Committee and ESOP Trustee(s) disclaim ownership of these shares in conjunction with the exercise of their fiduciary duties as members of the ESOP Committee and ESOP Trustee.  Excludes beneficial shares beneficially owned as a plan participant.