0000897069-16-000755.txt : 20160310 0000897069-16-000755.hdr.sgml : 20160310 20160310163008 ACCESSION NUMBER: 0000897069-16-000755 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160310 DATE AS OF CHANGE: 20160310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MALVERN BANCORP, INC. CENTRAL INDEX KEY: 0001550603 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 455307782 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87025 FILM NUMBER: 161498154 BUSINESS ADDRESS: STREET 1: 42 EAST LANCASTER AVENUE CITY: PAOLI STATE: PA ZIP: 19301 BUSINESS PHONE: 610-644-9400 MAIL ADDRESS: STREET 1: 42 EAST LANCASTER AVENUE CITY: PAOLI STATE: PA ZIP: 19301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PL Capital, LLC CENTRAL INDEX KEY: 0001518768 IRS NUMBER: 364050713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 328 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 630-848-1340 MAIL ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 328 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 cg714.htm cg714.htm
 
CUSIP No. 561409103
Page 1 of 18 Pages
 



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


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 7)




MALVERN BANCORP, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)


561409103
(CUSIP Number)

Mr. Richard Lashley
PL Capital, LLC
47 E. Chicago Avenue
Suite 328
Naperville, IL  60540
(973) 539-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 4, 2016
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box £.



 

 
 
 
CUSIP No. 561409103
Page 2 of 18 Pages



1
NAME OF REPORTING PERSON
PL Capital, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 561409103
Page 3 of 18 Pages



1
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 561409103
Page 4 of 18 Pages



1
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 561409103
Page 5 of 18 Pages



1
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 561409103
Page 6 of 18 Pages



1
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 561409103
Page 7 of 18 Pages



1
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 561409103
Page 8 of 18 Pages



1
NAME OF REPORTING PERSON
John W. Palmer
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
IN
  


 
 
 
CUSIP No. 561409103
Page 9 of 18 Pages



1
NAME OF REPORTING PERSON
Richard J. Lashley
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
IN
  


 
 
 
CUSIP No. 561409103
Page 10 of 18 Pages



1
NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)      T
(b)      £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 561409103
Page 11 of 18 Pages


Explanatory Note

With this amendment, the PL Capital Group (as defined below) is amending the disclosures to report that it no longer holds more than 5% of the Common Stock (as defined below) of Malvern Bancorp, Inc.  So, upon the filing of this amendment, the PL Capital Group, and each person that comprises the PL Capital Group, will cease to be a reporting person with regard to the Common Stock.

Item 1.
Security and Issuer

This amended Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Malvern Bancorp, Inc. (the “Company” or “Malvern”).  The address of the principal executive offices of the Company is 42 East Lancaster Avenue, Paoli, PA 19301.
 
Item 2.
Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this amended Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group was attached as Exhibit 1 to the initial Schedule 13D filed on October 22, 2012.
 
●   
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
 
●   
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
 
●   
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);
 
●   
 PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;
 
●   
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;
 
●   
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
 
●   
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP; and
 
●   
John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 

 
 
 
CUSIP No. 561409103
Page 12 of 18 Pages


 
(a)-(c)             This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
 
 
(1)
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

 
(2)
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 328, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.
 
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
 
(f)           All of the individuals who are members of the PL Capital Group are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
Not applicable.
 
Item 4.
Purpose of Transaction

This is the PL Capital Group’s seventh amended Schedule 13D filing.
 
The PL Capital Group reduced its percentage ownership in the Company below 5% ownership and will no longer file Schedule 13Ds with respect to the Company.
 
Unless otherwise noted in this amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.
 

 
 
 
CUSIP No. 561409103
Page 13 of 18 Pages


 
Item 5.
Interest in Securities of the Company

The PL Capital Group made transactions in the Common Stock within the past 60 days, as noted below:
 
(A)
Financial Edge Fund

 
(a)-(b)
See cover page.

 
(c)
Financial Edge Fund made the following sales (and no purchases) of Common Stock during the past 60 days:

Trade Date
Number of Shares Sold
Price per Share
Where and How Transaction Effected
3/4/2016
305,703
$ 16.00
Open Market Sale
3/3/2016
3,595
$ 16.67
Open Market Sale
3/1/2016
2
$ 16.75
Open Market Sale
2/22/2016
3,300
$ 16.75
Open Market Sale
2/19/2016
2,980
$ 16.62
Open Market Sale

 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B)
Financial Edge Strategic

 
(a)-(b)
See cover page.

 
(c)
Financial Edge Strategic made the following sales (and no purchases) of Common Stock during the past 60 days:

Trade Date
Number of Shares Sold
Price per Share
Where and How Transaction Effected
3/4/2016
109,431
 $ 16.00
Open Market Sale
3/2/2016
3
 $ 16.75
Open Market Sale


 
 
 
CUSIP No. 561409103
Page 14 of 18 Pages



 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)
Focused Fund

 
(a)-(b)
See cover page.

 
(c)
Focused Fund made the following sale (and no purchases) of Common Stock during the past 60 days:

Trade Date
Number of Shares Sold
Price per Share
Where and How Transaction Effected
3/4/2016
69,795
 $ 16.00
Open Market Sale

 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

(D)
Goodbody/PL LP

 
(a)-(b)
See cover page.

 
(c)
Goodbody/PL LP made the following sale (and no purchases) of Common Stock during the past 60 days:

Trade Date
Number of Shares Sold
Price per Share
Where and How Transaction Effected
3/4/2016
122,501
 $ 16.00
Open Market Sale

 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

 
 
 
CUSIP No. 561409103
Page 15 of 18 Pages



(E)
PL Capital

 
(a)-(b)
See cover page.

 
(c)
PL Capital has made no purchases or sales of Common Stock directly.

 
(d)
PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F)
PL Capital Advisors

 
(a)-(b)
See cover page.

 
(c)
PL Capital Advisors has made no purchases or sales of Common Stock directly.

 
(d)
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(G)
Goodbody/PL LLC

 
(a)-(b)
See cover page.

 
(c)
Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

 
 
 
CUSIP No. 561409103
Page 16 of 18 Pages



(H)
Mr. John W. Palmer

 
(a)-(b)
See cover page.

 
(c)
Mr. Palmer did not purchase or sell any shares of Common Stock during the past 60 days.

(I)
Richard J. Lashley

 
(a)-(b)
See cover page.

 
(c)
Mr. Lashley did not purchase or sell shares of Common Stock during the past 60 days.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.
 
Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to the initial Schedule 13D filed on October 22, 2012, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
 
Item 7.
Material to be Filed as Exhibits.

Exhibit No.
Description
   
1
Joint Filing Agreement*
   
2
Letter to Company dated October 17, 2012*
   
3
Letter to Board of Directors dated May 14, 2014*
   
4
Letter to Board of Directors dated August 8, 2014*
   
5
Letter to Mr. Steinmetz dated November 6, 2014*
   
6
Letter to Mr. Steinmetz dated January 8, 2015*
   
 
  * Filed previously
 

 
 
 
CUSIP No. 561409103
Page 17 of 18 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:           March 7, 2016


FINANCIAL EDGE FUND, L.P.
 
 
By:          PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John Palmer                           /s/ Richard Lashley
John Palmer                                 Richard Lashley
Managing Member                    Managing Member
 
FINANCIAL EDGE-STRATEGIC FUND, L.P.
 
 
By:          PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John Palmer                           /s/ Richard Lashley
John Palmer                                 Richard Lashley
Managing Member                    Managing Member
 
PL CAPITAL/FOCUSED FUND, L.P.
 
 
By:          PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John Palmer                           /s/ Richard Lashley
John Palmer                                 Richard Lashley
Managing Member                    Managing Member
 


 
 
 
CUSIP No. 561409103
Page 18 of 18 Pages



GOODBODY/PL CAPITAL, L.P.
 
 
By:          GOODBODY/PL CAPITAL, LLC
General Partner
 
 
By:          /s/ John Palmer                           /s/ Richard Lashley
John Palmer                                 Richard Lashley
Managing Member                    Managing Member
 
GOODBODY/PL CAPITAL, LLC
 
 
By:          /s/ John Palmer                           /s/ Richard Lashley
John Palmer                                 Richard Lashley
Managing Member                    Managing Member
 
PL CAPITAL ADVISORS, LLC
 
 
By:          /s/ John Palmer                           /s/ Richard Lashley
John Palmer                                 Richard Lashley
Managing Member                    Managing Member
 
PL CAPITAL, LLC
 
 
By:          /s/ John Palmer                           /s/ Richard Lashley
John Palmer                                 Richard Lashley
Managing Member                    Managing Member
 

 
By:          /s/ John W. Palmer
John W. Palmer
 
 
By:          /s/ Richard J. Lashley
Richard J. Lashley