SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Carpenter Fund Manager GP, LLC

(Last)

(First)

(Middle)

5 PARK PLAZA

SUITE 950

(Street)

IRVINE

92614

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2012

3. Issuer Name and Ticker or Trading Symbol
Manhattan Bancorp [ MNHN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,167,276	D⁽¹⁾
Common Stock	8,601,314	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock option (right to buy Common Stock)⁽³⁾	03/09/2009	03/09/2019	Common Stock	24,108	$5.55	D⁽²⁾

1. Name and Address of Reporting Person^*

Carpenter Fund Manager GP, LLC

(Last)

(First)

(Middle)

5 PARK PLAZA

SUITE 950

(Street)

IRVINE

92614

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Carpenter Community BancFund-A, L.P.

(Last)

(First)

(Middle)

5 PARK PLAZA

SUITE 950

(Street)

IRVINE

92614

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. All such shares are held by Carpenter Community BancFund, L.P., Carpenter Community BancFund-A, L.P. and Carpenter Community BancFund-CA, L.P., of which Carpenter Fund Manager GP, LLC is the General Partner. Carpenter Fund Manager GP, LLC disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.

2. All such shares and stock options are held by Carpenter Community BancFund-A, L.P., of which Carpenter Fund Manager GP, LLC is the General Partner. Carpenter Fund Manager GP, LLC disclaims beneficial ownership of all such shares and stock options, except to the extent that it has a pecuniary interest therein.

3. Received in exchange for stock options to acquire shares of Professional Business Bank common stock at $10.00 per share in connection with the merger of Professional Business Bank with and into a wholly-owned subsidiary of Manhattan Bancorp, based on an exchange ratio of 1.7991 shares of Manhattan Bancorp common stock for each whole share of Professional Business Bank common stock.

Remarks:

This Form 3 is filed jointly by Carpenter Fund Manager GP, LLC (the ''General Partner'') and Carpenter Community BancFund-A, LP (the "Fund"). The General Partner is the sole general partner of the Fund and may therefore be deemed to beneficially own the securities of the Fund reported herein. The Fund's address is the same as the General Partner's address indicated above.

	/s/ CARPENTER FUND MANAGER GP, LLC /s/ John D. Flemming, Managing Member	06/15/2012
	/s/ CARPENTER COMMUNITY BANCFUND-A, LP BY: CARPENTER FUND MANAGER GP, LLC /s/ John D. Flemming, Managing Member	06/15/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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