SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1  )
Anchor Bancorp
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
032838104
(CUSIP Number)
December 31, 2011
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 17 Pages)

 

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Financial Investors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**				(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 203,879 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 203,879 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 203,879 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) 8.00%
12	TYPE OF REPORTING PERSON** PN

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Financial Offshore Investors, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**				(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 35,352 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 35,352 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,352 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) 1.39%
12	TYPE OF REPORTING PERSON** OO

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Capital GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**				(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 203,879 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 203,879 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 203,879 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) 8.00%
12	TYPE OF REPORTING PERSON** OO

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Capital Advisors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**				(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 239,231 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 239,231 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,231 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) 9.38%
12	TYPE OF REPORTING PERSON** IA, PN

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Capital Advisors GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**				(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 239,231 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 239,231 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,231 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) 9.38%
12	TYPE OF REPORTING PERSON** OO

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joseph A. Stieven
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**				(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 239,231 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 239,231 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,231 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) 9.38%
12	TYPE OF REPORTING PERSON** IN

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stephen L. Covington
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**				(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 239,231 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 239,231 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,231 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) 9.38%
12	TYPE OF REPORTING PERSON** IN

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Daniel M. Ellefson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**				(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 239,231 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 239,231 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,231 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) 9.38%
12	TYPE OF REPORTING PERSON** IN

 

Item 1 (a).	NAME OF ISSUER:
	The name of the issuer is Anchor Bancorp (the "Company").

Item 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
	The Company's principal executive offices are located at 601 Woodland Square Loop, SE, Lacey, WA 98503.

Item 2 (a).

NAME OF PERSON FILING:

	This statement is filed by:
	(i)	Stieven Financial Investors, L.P., a Delaware limited partnership ("SFI"), with respect to the shares of Common Stock beneficially owned by it;
	(ii)	Stieven Financial Offshore Investors, Ltd., a Cayman Islands exempted company (“SFOI”), with respect to the shares of Common Stock beneficially owned by it;
	(iii)	Stieven Capital GP, LLC, a limited liability company organized under the laws of the State of Delaware ("SFIGP"), as the general partner of SFI, with respect to the shares of Common Stock beneficially owned by SFI;
	(iv)	Stieven Capital Advisors, L.P., a Delaware limited partnership (“SCA”), which serves as the investment manager to SFI and SFOI, with respect to the shares of Common Stock beneficially owned by SFI and SFOI;
	(v)	Stieven Capital Advisors GP, LLC, a Delaware limited liability company (“SCAGP”), which serves as the general partner of SCA, with respect to the shares of Common Stock beneficially owned by SFI and SFOI;
	(vi)	Joseph A. Stieven ("Mr. Stieven"), as managing member of SCAGP and SFIGP and Chief Executive Officer of SCA with respect to the shares of Common Stock beneficially owned by SFI and SFOI;
	(vii)	Stephen L. Covington (“Mr. Covington”), as managing director of SCA with respect to the shares of Common Stock beneficially owned by SFI and SFOI; and
	(viii)	Daniel M. Ellefson (“Mr. Ellefson”), as managing director of SCA with respect to the shares of Common Stock beneficially owned by SFI and SFOI.
	The foregoing persons are hereinafter collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons is 12412 Powerscourt Drive, Suite 250, St. Louis, Missouri 63131.

Item 2(c).	CITIZENSHIP:
	SFI and SCA are limited partnerships organized under the laws of the State of Delaware.  SFOI is a Cayman Islands exempted company. SFIGP and SFAGP are limited liability companies organized under the laws of the State of Delaware.  Messrs. Stieven, Covington and Ellefson are citizens of the United States.

Item 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock, $.01 par value per share (the "Common Stock")

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

	(a)	¨	Broker or dealer registered under Section 15 of the Act,
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
	(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
	(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
	(e)	¨	Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
	(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
	(g)	¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
	(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
	(i)	¨	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
	(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
	If this statement is filed pursuant to Rule 13d-1(c), check this box:  x

Item 4.

OWNERSHIP.

	A.	Stieven Financial Investors, L.P.
			(a)	Amount beneficially owned:  203,879 shares of Common Stock
			(b)	Percent of class:  8.00%  The percentages used herein and in the rest of Item 4 are calculated based upon the 2,550,000 shares of Common Stock issued and outstanding on February 6, 2012 as reflected in the Form 10-Q filed by the Company on February 6, 2012.
			(c)	(i)	Sole power to vote or direct the vote:  - 0 -
				(ii)	Shared power to vote or direct the vote:  203,879 shares of Common Stock
				(iii)	Sole power to dispose or direct the disposition:  - 0 -
				(iv)	Shared power to dispose or direct the disposition of:  203,879 shares of Common Stock

	B.	Stieven Financial Offshore Investors, Ltd.
			(a)	Amount beneficially owned:  35,352 shares of Common Stock
			(b)	Percent of class:  1.39%
			(c)	(i)	Sole power to vote or direct the vote:  - 0 -
				(ii)	Shared power to vote or direct the vote:  35,352 shares of Common Stock
				(iii)	Sole power to dispose or direct the disposition:  - 0 -
				(iv)	Shared power to dispose or direct the disposition of:  35,352 shares of Common Stock

	C.	Stieven Capital GP, LLC
			(a)	Amount beneficially owned:  203,879 shares of Common Stock
			(b)	Percent of class:  8.00%
			(c)	(i)	Sole power to vote or direct the vote:  - 0 -
				(ii)	Shared power to vote or direct the vote:  203,879 shares of Common Stock
				(iii)	Sole power to dispose or direct the disposition:  - 0 -
				(iv)	Shared power to dispose or direct the disposition of:  203,879 shares of Common Stock

	D.	Stieven Capital Advisors, L.P.
			(a)	Amount beneficially owned:  239,231 shares of Common Stock
			(b)	Percent of class:  9.38%
			(c)	(i)	Sole power to vote or direct the vote:  - 0 -
				(ii)	Shared power to vote or direct the vote:  239,231 shares of Common Stock
				(iii)	Sole power to dispose or direct the disposition:  - 0 -
				(iv)	Shared power to dispose or direct the disposition of:  239,231 shares of Common Stock

	E.	Stieven Capital Advisors GP, LLC
			(a)	Amount beneficially owned:  239,231 shares of Common Stock
			(b)	Percent of class:  9.38%
			(c)	(i)	Sole power to vote or direct the vote:  - 0 -
				(ii)	Shared power to vote or direct the vote:  239,231 shares of Common Stock
				(iii)	Sole power to dispose or direct the disposition:  - 0 -
				(iv)	Shared power to dispose or direct the disposition of:  239,231 shares of Common Stock

 

 

 

 

	F.	Joseph A. Stieven, Stephen L. Covington and Daniel M. Ellefson
			(a)	Amount beneficially owned:  239,231 shares of Common Stock
			(b)	Percent of class:  9.38%
			(c)	(i)	Sole power to vote or direct the vote:  - 0 -
				(ii)	Shared power to vote or direct the vote:  239,231 shares of Common Stock
				(iii)	Sole power to dispose or direct the disposition:  - 0 -
				(iv)	Shared power to dispose or direct the disposition of:  239,231 shares of Common Stock

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	SFIGP, the general partner of SFI, has the power to direct the affairs of SFI, including decisions respecting the disposition of the proceeds from the sale of any shares of Common Stock.  Mr. Stieven is the managing member of SCAGP, the general partner of SCA, and in that capacity direct SCAGP's and SCA’s operations.  Messrs. Covington and Ellefson are managing directors of SCA, and in that capacity may direct SCA’s operations.

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.
	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.

Item 10.

CERTIFICATION.

	Each of the Reporting Persons hereby makes the following certification:
	By signing below each Reporting Person certifies that, to the best of its 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.

 

 

DATED:	February 14, 2012
		STIEVEN FINANCIAL INVESTORS, L.P.
		By:	Stieven Capital GP, LLC
			its general partner
		/s/ Joseph A. Stieven
		Name:   Joseph A. Stieven
		Title:     Managing Member
		STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.
		/s/ Michelle Wilson-Clarke
		Name:   Michelle Wilson-Clarke
		Title:     Director
		STIEVEN CAPITAL GP, LLC
		/s/ Joseph A. Stieven
		Name:   Joseph A. Stieven
		Title:     Managing Member
		STIEVEN FINANCIAL INVESTORS, L.P.
		By:	Stieven Capital Advisors GP, LLC
			its general partner
		/s/ Joseph A. Stieven
		Name:   Joseph A. Stieven
		Title:     Managing Member
		STIEVEN CAPITAL ADVISORS GP, LLC
		/s/ Joseph A. Stieven
		Name:   Joseph A. Stieven
		Title:     Managing Member

	JOSEPH A. STIEVEN
	/s/ Joseph A. Stieven
	JOSEPH A. STIEVEN, individually
	STEPHEN L. COVINGTON
	/s/ Stephen L. Covington
	STEPHEN L. COVINGTON, individually
	DANIEL M. ELLEFSON
	/s/ Daniel M. Ellefson
	DANIEL M. ELLEFSON, individually

 

 

 

DATED:	February 14, 2012
		STIEVEN FINANCIAL INVESTORS, L.P.
		By:	Stieven Capital GP, LLC
			its general partner
		/s/ Joseph A. Stieven
		Name:   Joseph A. Stieven
		Title:     Managing Member
		STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.
		/s/ Michelle Wilson-Clarke
		Name:   Michelle Wilson-Clarke
		Title:     Director
		STIEVEN CAPITAL GP, LLC
		/s/ Joseph A. Stieven
		Name:   Joseph A. Stieven
		Title:     Managing Member
		STIEVEN FINANCIAL INVESTORS, L.P.
		By:	Stieven Capital Advisors GP, LLC
			its general partner
		/s/ Joseph A. Stieven
		Name:   Joseph A. Stieven
		Title:     Managing Member

	STIEVEN CAPITAL ADVISORS GP, LLC
	/s/ Joseph A. Stieven
	Name:   Joseph A. Stieven
	Title:     Managing Member
	JOSEPH A. STIEVEN
	/s/ Joseph A. Stieven
	JOSEPH A. STIEVEN, individually
	STEPHEN L. COVINGTON
	/s/ Stephen L. Covington
	STEPHEN L. COVINGTON, individually
	DANIEL M. ELLEFSON
	/s/ Daniel M. Ellefson
	DANIEL M. ELLEFSON, individually