0001398344-11-001434.txt : 20110701 0001398344-11-001434.hdr.sgml : 20110701 20110701162020 ACCESSION NUMBER: 0001398344-11-001434 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110701 DATE AS OF CHANGE: 20110701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atlantic Coast Financial CORP CENTRAL INDEX KEY: 0001404296 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86127 FILM NUMBER: 11946656 BUSINESS ADDRESS: STREET 1: 505 HAINES AVE CITY: WAYCROSS STATE: GA ZIP: 31501 BUSINESS PHONE: (800) 234-0642 MAIL ADDRESS: STREET 1: 505 HAINES AVE CITY: WAYCROSS STATE: GA ZIP: 31501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: M3 PARTNERS LP CENTRAL INDEX KEY: 0001426094 IRS NUMBER: 260838223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 215 S. STATE STREET STREET 2: SUITE 1170 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: (202) 246-9200 MAIL ADDRESS: STREET 1: 215 S. STATE STREET STREET 2: SUITE 1170 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 SC 13G 1 fp0003110_sc13g.htm fp0003110_sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

SCHEDULE 13G
(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)


ATLANTIC COAST FINANCIAL CORPORATION
(Name of Issuer)
 
Common Stock, Par Value $0.01
(Title of Class of Securities)
 
048426100
(CUSIP Number)
 
June 13, 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:
 
 
[   ] 
Rule 13d-1(b)
 
[X] 
Rule 13d-1(c)
 
[   ] 
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 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)

 
 
 

CUSIP NO.                      048426100
13G
Page 2 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3 FUNDS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
140,453 shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSITIVE POWER
 
140,453 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
140,453 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
[  ]   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
 
OO (Limited Liability Company)
 
 
 
 
 
CUSIP NO.                      048426100
13G
Page 3 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3 PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
140,453 shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSITIVE POWER
 
140,453 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
140,453 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
[  ]   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
 
PN (Limited Partnership)
 
 
 
 
 
CUSIP NO.                      048426100
13G
Page 4 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3F, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF UTAH, UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
140,453 shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSITIVE POWER
 
140,453 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
140,453 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
[  ]   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
 
CO, IA

 
 
 
 
CUSIP NO.                      048426100
13G
Page 5 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
Jason A. Stock
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
140,453 shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSTIVE POWER
 
140,453 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
140,453 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
[  ]   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding Common Stock
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
CUSIP NO.                      048426100
13G
Page 6 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
William C. Waller
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
100
6
SHARED VOTING POWER
 
140,453 shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
100
8
SHARED DISPOSITIVE POWER
 
140,453 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
140,553 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
[  ]   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding Common Stock
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
Item 1.
(a)
Name of Issuer:
     
   
Atlantic Coast Financial Corporation (the “Issuer”)
     
 
(b)
Address of Issuer’s Principal Executive Offices:
     
   
12724 Gran Bay Parkway, Suite 150
   
Jacksonville, Florida 32258
     
Item 2.
(a)
Name of Persons Filing:
     
   
M3 Funds, LLC
   
M3 Partners, LP
   
M3F, Inc.
   
Jason A. Stock
   
William C. Waller
     
 
(b)
Address of Principal Business Office or, if None, Residence:
     
   
For all persons filing:
     
   
10 Exchange Place,  Suite 510
   
Salt Lake City, UT  84111
     
 
(c)
Citizenship:
     
   
M3 Funds, LLC is a Delaware limited liability company
   
M3 Partners, LP is a Delaware limited partnership
   
M3F, Inc. is a Utah corporation
   
Mr. Stock and Mr. Waller are United States citizens
     
 
(d)
Title of Class of Securities:
     
   
Common Stock, Par Value $0.01
     
 
(e)
CUSIP Number:
     
   
048426100
   
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
   
 
Not applicable. Filed pursuant to Rule 13d-1(c).
   
Item 4.
Ownership.
 
 
 
 

 

     
 
M3 Funds, LLC
 
 
M3 Partners, LP
 
M3F, Inc.
 
Jason A. Stock
 
William C. Waller
(a)  Amount Beneficially Owned:
140,453
140,453
140,453
140,453
140,553
(b)  Percent of Class:
5.3%
5.3%
5.3%
5.3%
5.3%
(c)  Number of Shares to Which Reporting Person Has:
  (i)
Sole Voting Power:
N/A
N/A
N/A
N/A
100
  (ii) 
Shared Voting Power:
140,453
140,453
140,453
140,453
140,453
  (iii) 
Sole Dispositive Power:
N/A
N/A
N/A
N/A
100
  (iv) 
Shared Dispositive Power:
140,453
140,453
140,453
140,453
140,453
 
 
The reported shares are the Issuer’s common stock, par value $0.01.
   
 
As of July 1, 2011, all 140,453 of the reported shares are owned directly by M3 Partners, L.P. (“M3 Partners”), whose general partner is M3 Funds, LLC (the “General Partner”) and whose investment adviser is M3F, Inc. (the “Investment Adviser”).  The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners.
   
 
Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.  Additionally, Mr. Waller owns shares for his personal benefit, as described above.
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
   
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 or Control Person.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable.
 
 
 
 
 
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 not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

Exhibit 1
 
            Joint Filing Agreement dated July 1, 2011, among M3 Partners, LP, M3 Funds, LLC, M3F, Inc., Jason A. Stock and William C. Waller.
 
 
 
 
 
Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 
Date: July 1, 2011
   
 
M3 PARTNERS, LP
   
 
By:
M3 Funds, LLC, General Partner
     
 
By:
/s/ Jason A. Stock                                      
 
Name:
Jason A. Stock
 
Title:
Manager
     
 
Date: July 1, 2011
   
 
M3 FUNDS, LLC
   
 
By:
/s/ Jason A. Stock                                      
 
Name:
Jason A. Stock
 
Title:
Manager
   
   
 
Date: July 1, 2011
   
 
M3F, INC.
   
 
By:
/s/ Jason A. Stock                                      
 
Name:
Jason A. Stock
 
Title:
Managing Director
   
 
Date: July 1, 2011
   
 
/s/ Jason A. Stock                                                     
 
Jason A. Stock
   
   
 
Date: July 1, 2011
   
 
/s/ William C. Waller                                                 
 
William C. Waller



EX-1 2 fp0003110_ex1.htm fp0003110_ex1.htm
 
EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, Par Value $0.01, of Atlantic Coast Financial Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
 
 
 
 
In witness whereof, each of the undersigned has executed this Agreement as of July 1, 2011.
 
 
M3 PARTNERS, LP
   
 
By:
M3 Funds, LLC, General Partner
     
 
By:
/s/ Jason A. Stock                                        
 
Name:
Jason A. Stock
 
Title:
Manager
   
 
 
M3 FUNDS, LLC
   
 
By:
/s/ Jason A. Stock                                        
 
Name:
Jason A. Stock
 
Title:
Manager
   
 
 
M3F, INC.
   
 
By:
/s/ Jason A. Stock                                        
 
Name:
Jason A. Stock
 
Title:
Managing Director
   
   
 
/s/ Jason A. Stock                                                       
 
Jason A. Stock
   
   
 
/s/ William C. Waller                                                   
 
William C. Waller