Poage Bankshares, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

730206109

(CUSIP Number)

September 15, 2011

(Date of Event Which Requires Filing of this Statement)

o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(d)

 

 

 

 

1.	NAMES OF REPORTING PERSONS Labrador Partners L.P.
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     Delaware
NUMBER OF SHARES		5.	SOLE VOTING POWER    -0-
BENEFICIALLY OWNED BY		6.	SHARED VOTING POWER 111,300
EACH REPORTING		7.	SOLE DISPOSITIVE POWER -0-
PERSON WITH		8.	SHARED DISPOSITIVE POWER 111,300
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,300
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.3%
12.	TYPE OF REPORTING PERSON* PN

 

1.	NAMES OF REPORTING PERSONS Farley Associates II LLC
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 Delaware
NUMBER OF SHARES		5.	SOLE VOTING POWER -0-
BENEFICIALLY OWNED BY		6.	SHARED VOTING POWER 111,300
EACH REPORTING		7.	SOLE DISPOSITIVE POWER -0-
PERSON WITH		8.	SHARED DISPOSITIVE POWER 111,300
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  111,300
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.3%
12.	TYPE OF REPORTING PERSON* CO

 

 

1.	NAMES OF REPORTING PERSONS Newfoundland Partners L.P.
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 Delaware
NUMBER OF SHARES		5.	SOLE VOTING POWER  -0-
BENEFICIALLY OWNED BY		6.	SHARED VOTING POWER 37,800
EACH REPORTING		7.	SOLE DISPOSITIVE POWER -0-
PERSON WITH		8.	SHARED DISPOSITIVE POWER 37,800
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,800
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1%
12.	TYPE OF REPORTING PERSON* PN

 

 

1.	NAMES OF REPORTING PERSONS FA Newfoundland LLC
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 Delaware
NUMBER OF SHARES		5.	SOLE VOTING POWER -0-
BENEFICIALLY OWNED BY		6.	SHARED VOTING POWER 37,800
EACH REPORTING		7.	SOLE DISPOSITIVE POWER -0-
PERSON WITH		8.	SHARED DISPOSITIVE POWER 37,800
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,800
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1%
12.	TYPE OF REPORTING PERSON* CO

1.	NAMES OF REPORTING PERSONS Farley Capital II L.P.
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 Delaware
NUMBER OF SHARES		5.	SOLE VOTING POWER -0-
BENEFICIALLY OWNED BY		6.	SHARED VOTING POWER 176,100
EACH REPORTING		7.	SOLE DISPOSITIVE POWER -0-
PERSON WITH		8.	SHARED DISPOSITIVE POWER 176,100
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,100
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12.	TYPE OF REPORTING PERSON* PN

1.	NAMES OF REPORTING PERSONS Stephen Farley LLC
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 Delaware
NUMBER OF SHARES		5.	SOLE VOTING POWER -0-
BENEFICIALLY OWNED BY		6.	SHARED VOTING POWER 176,100
EACH REPORTING		7.	SOLE DISPOSITIVE POWER -0-
PERSON WITH		8.	SHARED DISPOSITIVE POWER 176,100
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,100
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12.	TYPE OF REPORTING PERSON* CO

1.	NAMES OF REPORTING PERSONS Stephen L. Farley
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 United States
NUMBER OF SHARES		5.	SOLE VOTING POWER -0-
BENEFICIALLY OWNED BY		6.	SHARED VOTING POWER 176,100
EACH REPORTING		7.	SOLE DISPOSITIVE POWER -0-
PERSON WITH		8.	SHARED DISPOSITIVE POWER 176,100
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,100
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12.	TYPE OF REPORTING PERSON* IN

This statement is filed by:

(i)

Labrador Partners L.P., a Delaware limited partnership (“Labrador”), with respect to the shares of Common Stock directly owned by it;

(ii)

Farley Associates II LLC, a Delaware limited liability company (“Farley Associates II”), which serves as general partner of Labrador, with respect to the shares of Common Stock directly owned by Labrador;

(iii)

Newfoundland Partners L.P., a Delaware limited partnership (“Newfoundland Partners”), with respect to the shares of Common Stock directly owned by it;

(iv)

FA Newfoundland LLC, a Delaware limited liability company (“FA Newfoundland”), which serves as general partner of Newfoundland Partners, with respect to the shares of Common Stock directly owned by Newfoundland Partners;

(v)

Farley Capital II L.P., a Delaware limited partnership (“Farley Capital II”), which serves as the management company to Newfoundland Partners and Labrador, with respect to the shares of Common Stock directly owned by each of Newfoundland Partners and Labrador, and which serves as the investment manager to a managed account (the “Managed Account”), with respect to shares of Common Stock directly owned by the Managed Account;

(vi)

Stephen Farley LLC, a Delaware limited liability company (“Farley LLC”), which serves as managing member of each of FA Newfoundland and Farley Associates II, and which serves as general partner of Farley Capital II, with respect to the shares of Common Stock directly owned by each of Newfoundland Partners, Labrador and the Managed Account; and

(vii)

Stephen L. Farley, who serves as managing member of Farley LLC, with respect to the shares of Common Stock directly owned by each of Newfoundland Partners, Labrador and the Managed Account.

The foregoing persons are hereinafter sometimes 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.

(a)	o	Broker or dealer registered under Section 15 of the Act,
(b)	o	Bank as defined in Section 3(a)(6) of the Act,
(c)	o	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	o	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	o	Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
(f)	o	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	o	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	o	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

 

(i)	o	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)	o	Non-U.S. Institution in accordance with Rule 13d-1(b)(1)(ii)(J),
(k)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

A.

Labrador Partners L.P.

(a)

Amount beneficially owned:  111,300

(b)

Percent of class:  3.3%.  The percentages used in this Item 4 and elsewhere in this Form 13G are calculated based upon 3,372,375 shares of Common Stock to be issued and outstanding as of September 13, 2011, as reported in the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2011.

(c)

(i)

Sole power to vote or direct the vote:  -0-

(ii)

Shared power to vote or direct the vote:  111,300

(iii)

Sole power to dispose or direct the disposition:  -0-

B.

Farley Associates II LLC

(a)

Amount beneficially owned:  111,300

(b)

Percent of class:  3.3%

(ii)

Shared power to vote or direct the vote:  111,300

(iii)

Sole power to dispose or direct the disposition:  -0-

(iv)

Shared power to dispose or direct the disposition:  111,300

C.

Newfoundland Partners L.P.

(a)

Amount beneficially owned:  37,800

(b)

Percent of class:  1.1%

(ii)

Shared power to vote or direct the vote:  37,800

(iii)

Sole power to dispose or direct the disposition:  -0-

(iv)

Shared power to dispose or direct the disposition:  37,800

D.

FA Newfoundland LLC

(a)

Amount beneficially owned:  37,800

(b)

Percent of class:  1.1%

(ii)

Shared power to vote or direct the vote:  37,800

(iii)

Sole power to dispose or direct the disposition:  -0-

(iv)

Shared power to dispose or direct the disposition:  37,800

E.

Farley Capital II L.P.

(a)

Amount beneficially owned:  176,100

(b)

Percent of class:  5.2%

(ii)

Shared power to vote or direct the vote:  176,100

(iii)

Sole power to dispose or direct the disposition:  -0-

(iv)

Shared power to dispose or direct the disposition:  176,100

F.

Stephen Farley LLC

(a)

Amount beneficially owned:  176,100

(b)

Percent of class:  5.2%

(ii)

Shared power to vote or direct the vote:  176,100

(iii)

Sole power to dispose or direct the disposition:  -0-

(iv)

Shared power to dispose or direct the disposition:  176,100

G.

Stephen L. Farley

(a)

Amount beneficially owned:  176,100

(b)

Percent of class:  5.2%

(ii)

Shared power to vote or direct the vote:  176,100

(iii)

Sole power to dispose or direct the disposition:  -0-

(iv)

Shared power to dispose or direct the disposition:  176,100