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* Jones James Bolton (Last) (First) (Middle) 5 PARK PLAZA SUITE 950 (Street) IRVINE CA 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) X 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) X Form filed by One Reporting Person 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	I	By: Limited Partnerships(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy Common Stock)(2)	03/09/2009	03/09/2019	Common Stock	24,108	$5.55	I	By: Limited Partnership(3)

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. Mr. Jones is a Managing Member of Carpenter Fund Manager GP, LLC and disclaims beneficial ownership of all such shares, except to the extent that Mr. Jones has a pecuniary interest in the General Partner.

2. 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.

3. All such stock options are held by Carpenter Community BancFund-A, L.P, of which Carpenter Fund Manager GP, LLC is the General Partner. Mr. Jones is a Managing Member of Carpenter Fund Manager GP, LLC and disclaims beneficial ownership of all such stock options, except to the extent that Mr. Jones has a pecuniary interest in the General Partner.

	/s/ James B. Jones	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).
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