msbfschedule13d.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. )

MSB Financial Corp.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

55352L101

(CUSIP Number)

LAWRENCE B. SEIDMAN

100 Misty Lane, 1st Floor

Parsippany, New Jersey 07054

(973) 952-0405

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 17, 2015

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS Seidman and Associates, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 100,511
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 100,511
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.69%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS Seidman Investment Partnership, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 65,071
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 65,071
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,071
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.09%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS Seidman Investment Partnership II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 103,047
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 103,047
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,047
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.73%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS Seidman Investment Partnership III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 13,022
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 13,022
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,022
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.22%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS LSBK06-08, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 45,498
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 45,498
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,498
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.76%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS Broad Park Investors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 60,189
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 60,189
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,189
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.01%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS Chewy Gooey Cookies, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 44,316
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 44,316
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,316
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.74%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS 2514 Multi-Strategy Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 22,249
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 22,249
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,249
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.37%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS CBPS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 52,618
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 52,618
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,618
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.88%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS Veteri Place Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 266,234
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 266,234
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,234
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.47%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS JBRC I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,022
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 13,022
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,022
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.22%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 55352L101

1	NAME OF REPORTING PERSONS Lawrence B. Seidman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 536,521
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 536,521
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 536,521
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.01%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 55352L101

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer

This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of MSB Financial Corp., a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1902 Long Hill Road, Millington, New Jersey 07946.

Item 2.

Identity and Background.

(a-c) This statement is being filed by Seidman and Associates, L.L.C. ("SAL"), a New Jersey limited liability company, organized to invest in securities, whose principal and executive offices are located at 100 Misty Lane, Parsippany, New Jersey 07054. Lawrence Seidman is the manager of SAL.

This statement is also being filed by Seidman Investment Partnership, L.P. ("SIP"), a New Jersey limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Misty Lane, Parsippany, New Jersey 07054. Veteri Place Corporation is the sole general partner of SIP and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.

This statement is also being filed by Seidman Investment Partnership II, L.P. ("SIPII"), a New Jersey limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Misty Lane, Parsippany, New Jersey 07054. Veteri Place Corporation is the sole general partner of SIPII and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.

This statement is also being filed by Seidman Investment Partnership III, L.P. ("SIPIII"), a Delaware limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Misty Lane, Parsippany, New Jersey 07054. JBRC I, LLC is the co-general partner of SIPIII. Lawrence Seidman is the managing member of JBRC I, LLC.

This statement is also being filed by Broad Park Investors, L.L.C. ("Broad Park"), a New Jersey limited liability company formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052. Lawrence Seidman is the investment manager of Broad Park.

This statement is also being filed by Chewy Gooey Cookies, L.P. ("Chewy"), a Delaware limited partnership formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052. Lawrence Seidman is the investment manager of Chewy.

This statement is also being filed by LSBK06-08, L.L.C. ("LSBK"), a Florida limited liability company, organized to invest in securities, whose principal and executive offices are located at 215 Via Del Mar, Palm Beach, Florida 33480. Veteri Place Corporation is the trading advisor of LSBK and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.

This statement is also being filed by 2514 Multi-Strategy Fund, L.P. ("2514 MSF"), a Delaware limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 S. Ashley Drive, Suite 2100, Tampa, Florida 33602. Lawrence Seidman is the investment manager of 2514 MSF.

This statement is also being filed by CBPS, LLC ("CBPS"), a New York limited liability company, organized to invest in securities, whose principal and executive offices are located at The Clark Estates, One Rockefeller Plaza, New York, NY 10020. Veteri Place Corporation is the trading advisor of CBPS and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.

CUSIP No. 55352L101

This statement is also being filed by Veteri Place Corporation ("Veteri"), a New Jersey corporation that serves as the general partner of each of SIP and SIPII and the trading advisor of each of LSBK and CBPS, whose principal offices are located at 100 Misty Lane, Parsippany, NJ 07054 and 19 Veteri Place, Wayne, NJ 07470. Lawrence Seidman owns all the voting shares of Veteri and is the only officer and director of Veteri.

This statement is also being filed by JBRC I, LLC ("JBRC"), a New Jersey limited liability company that serves as the co-general partner of SIPIII, whose principal offices are located at 100 Misty Lane, Parsippany, NJ 07054. Lawrence Seidman is the managing member of JBRC.

This statement is also being filed by Lawrence Seidman ("Seidman"), whose principal offices are located at 100 Misty Lane, Parsippany, NJ 07054 and 19 Veteri Place, Wayne, NJ 07470. Seidman serves as the manager of SAL; the President of Veteri Place Corporation (of which he is the sole officer and director), the general partner of each of SIP and SIPII, and the trading advisor for each of LSBK and CBPS; the managing member of JBRC I, LLC, the co-general partner of SIPIII; and investment manager of each of Broad Park, Chewy and 2514 MSF, and accordingly has sole and exclusive investment discretion and voting authority with respect to the Shares owned by each of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF and CBPS.

The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director, each general partner and each controlling person, if any, of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri, JBRC and Seidman, is set forth in Schedule A hereto. SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri , JBRC and Seidman shall hereinafter be referred to as the "Reporting Persons". The Reporting Persons have formed a group with respect to the securities of the Issuer within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been 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) Seidman is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases (unless otherwise noted), as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase cost of the 536,521 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $6,388,711, including brokerage commissions.

Item 4.

Purpose of Transaction.

The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

CUSIP No. 55352L101

Prior to the completion of the second step conversion of the Issuer, Mr. Seidman had a preliminary conversation with the Issuer's President, Chairman of the Board and one director about the Issuer's business. On July 22, 2015, Mr. Seidman called the Issuer's President to discuss ways to maximize shareholder value, including but not limited to, representation on the Board of Directors of the Issuer ("the Board"). Mr. Seidman intends to hold further discussions with members of the Issuer's management and Board regarding these matters.

None of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, the persons listed on Schedule A has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and results of operations, the Reporting Persons’ investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in further communications with management and the Board of the Issuer, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, seeking representation on the Board of the Issuer through election contests or otherwise, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. The Reporting Persons have previously nominated individuals for election to the boards of directors of, and have engaged in election and proxy contests with, a number of publicly traded companies, and expressly reserve the right to take such actions with respect to the Issuer. As stated above, Mr. Seidman plans to discuss with the Issuer's management and Board representation on the Board.

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 5,953,834 Shares outstanding, which is the total number of Shares outstanding as of July 16, 2015, as reported in the Issuer's Press Release filed with the Securities and Exchange Commission on July 17, 2015.

SAL

(a)	As of the close of business on July 24, 2015, SAL beneficially owned 100,511 Shares.

Percentage: Approximately 1.69%.

(b)	1. Sole power to vote or direct the vote: 100,511

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 100,511

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by SAL during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

CUSIP No. 55352L101

SIP

(a)	As of the close of business on July 24, 2015, SIP beneficially owned 65,071 Shares.

Percentage: Approximately 1.09%.

(b)	1. Sole power to vote or direct the vote: 65,071

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 65,071

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by SIP during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

SIPII

(a)	As of the close of business on July 24, 2015, SIPII beneficially owned 103,047 Shares.

Percentage: Approximately 1.73%.

(b)	1. Sole power to vote or direct the vote: 103,047

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 103,047

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by SIPII during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

SIPIII

(a)	As of the close of business on July 24, 2015, SIPIII beneficially owned 13,022 Shares.

Percentage: Approximately 0.22%.

(b)	1. Sole power to vote or direct the vote: 13,022

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 13,022

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by SIPIII during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

CUSIP No. 55352L101

LSBK

(a)	As of the close of business on July 24, 2015, LSBK beneficially owned 45,498 Shares.

Percentage: Approximately 0.76%.

(b)	1. Sole power to vote or direct the vote: 45,498

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 45,498

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by LSBK during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

F.	Broad Park

(a)	As of the close of business on July 24, 2015, Broad Park beneficially owned 60,189 Shares.

Percentage: Approximately 1.01%.

(b)	1. Sole power to vote or direct the vote: 60,189

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 60,189

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by Broad Park during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

Chewy

(a)	As of the close of business on July 24, 2015, Chewy beneficially owned 44,316 Shares.

Percentage: Approximately 0.74%.

(b)	1. Sole power to vote or direct the vote: 44,316

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 44,316

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by Chewy during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

CUSIP No. 55352L101

2514 MSF

(a)	As of the close of business on July 24, 2015, 2514 MSF beneficially owned 22,249 Shares.

Percentage: Approximately 0.37%.

(b)	1. Sole power to vote or direct the vote: 22,249

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 22,249

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by 2514 MSF during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

CBPS

(a)	As of the close of business on July 24, 2015, CBPS beneficially owned 52,618 Shares.

Percentage: Approximately 0.88%.

(b)	1. Sole power to vote or direct the vote: 52,618

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 52,618

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares by CBPS during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

Veteri

(a)

Veteri, (i) as the general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 65,071 Shares owned by SIP and the 103,047 Shares owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 45,498 Shares owned by LSBK and the 52,618 Shares owned by CBPS. Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 266,234 Shares.

Percentage: Approximately 4.47%.

(b)	1. Sole power to vote or direct the vote: 266,234

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 266,234

4. Shared power to dispose or direct the disposition: 0

(c)	Veteri has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by SIP, SIPII, LSBK and CBPS are set forth on Schedule B and incorporated herein by reference.

CUSIP No. 55352L101

JBRC

(a)	JBRC, as the co-general partner of SIPIII, may be deemed the beneficial owner of the 13,022 Shares owned by SIPIII.

Percentage: Approximately 0.22%.

(b)	1. Sole power to vote or direct the vote: 13,022

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 13,022

4. Shared power to dispose or direct the disposition: 0

(c)	JBRC has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by SIPIII are set forth on Schedule B and incorporated herein by reference.

Seidman

(a)

Seidman directly owns 30,000 Shares. In addition, Seidman, (i) as the manager of SAL, may be deemed the beneficial owner of the 100,511 Shares owned by SAL, (ii) as the sole officer of Veteri, the general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 65,071 Shares owned by SIP and the 103,047 Shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, may be deemed the beneficial owner of the 13,022 Shares owned by SIPIII, (iv) as the sole officer of Veteri, the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 45,498 Shares owned by LSBK and the 52,618 Shares owned by CBPS, and (v) as the investment manager for each of Broad Park, Chewy and 2514 MSF, may be deemed the beneficial owner of the 60,189 Shares owned by Broad Park, the 44,316 Shares owned by Chewy and the 22,249 Shares owned by 2514 MSF. Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 536,521 Shares. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares.

Percentage: Approximately 9.01%.

(b)	1. Sole power to vote or direct the vote: 536,521

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 536,521

4. Shared power to dispose or direct the disposition: 0

(c)	The transactions in the Shares during the past 60 days on behalf of Seidman, SAL, SIP, SIPII, SIPIII, LSBK, CBPS, Broad Park, Chewy and 2514 MSF are set forth on Schedule B and incorporated herein by reference.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

CUSIP No. 55352L101

To the best of the Reporting Persons’ knowledge, except as set forth in this Schedule 13D, none of the persons listed on Schedule A to the Schedule 13D beneficially owns any securities of the Issuer.

(d)	No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On July 17, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

99.1	Joint Filing Agreement, dated July 17, 2015, by and among SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri, JBRC and Seidman.

Signature Page to MSB Financial Corp. Schedule 13D

SIGNATURES

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

Dated: July 24, 2015	SEIDMAN AND ASSOCIATES, L.L.C.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Manager

	SEIDMAN INVESTMENT PARTNERSHIP, L.P.

	By:	Veteri Place Corporation, its General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP II, L.P.

	By:	Veteri Place Corporation, its General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP III, L.P.

	By:	JBRC I, LLC, its
		Co-General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

	LSBK06-08, L.L.C.

	By:	Veteri Place Corporation, its Trading Advisor


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	BROAD PARK INVESTORS, L.L.C.

	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	CHEWY GOOEY COOKIES, L.P.

	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	2514 MULTI-STRATEGY FUND, L.P.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	CBPS, LLC

	By:	Veteri Place Corporation, its Trading Advisor


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	VETERI PLACE CORPORATION


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	JBRC I, LLC


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

	/ss/ Lawrence B. Seidman
	LAWRENCE B. SEIDMAN

CUSIP No. 55352L101

SCHEDULE A

Name	Principal Business/Occupation	Principal Business Address	Citizenship
Michael Mandelbaum	Manager of Broad Park Investors, L.L.C.	80 Main Street, Suite 510, West Orange, New Jersey 07052	United States
Jonathan Mandelbaum	Manager of the Cavity, L.L.C., the General Partner of Chewy Gooey Cookies, L.P.	80 Main Street, Suite 510, West Orange, New Jersey 07052	United States
D. Scott Lutrell	Chief Investment Officer of LCM Group. LCM Group is an investment firm and the Corporate General Partner of 2514 Multi-Strategy Fund, L.P.	3899 Maple Ave, Suite 150, Dallas, Texas 75219	United States

CUSIP No. 55352L101

SCHEDULE B

Transactions in the Shares During the Past 60 Days

Entity	Date Purchased	Per Share*	Cost*	Shares
SAL	7/1/2015	11.68	17,310.00	1,482
SAL	7/10/2015	11.68	19,970.00	1,710
SAL	7/16/2015	11.90	30,101.00	2,529
SAL	7/17/2015	12.05	481,115.88	39,920
SAL	7/17/2015	12.05	480,960.19	39,920
SAL	7/20/2015	12.02	59,905.80	4,985
SAL	7/21/2015	11.93	59,474.13	4,985
SAL	7/22/2015	11.95	59,487.67	4,980
Total			1,208,324.67	100,511

SIP	7/2/2015	11.68	23,334.90	1,998
SIP	7/16/2015	11.90	30,101.00	2,530
SIP	7/17/2015	12.05	306,851.19	25,460
SIP	7/17/2015	12.05	306,751.90	25,460
SIP	7/20/2015	12.02	38,402.17	3,195
SIP	7/21/2015	11.93	38,120.46	3,195
SIP	7/22/2015	11.95	38,626.22	3,233
Total			782,187.84	65,071

SIPII	7/1/2015	11.68	17,310.00	1,482
SIPII	7/13/2015	11.68	17,310.00	1,482
SIPII	7/16/2015	11.90	30,101.00	2,529
SIPII	7/17/2015	12.05	495,095.62	41,080
SIPII	7/17/2015	12.05	494,935.41	41,080
SIPII	7/20/2015	12.02	61,683.76	5,133
SIPII	7/21/2015	11.93	61,239.69	5,133
SIPII	7/22/2015	11.95	61,254.99	5,128
Total			1,238,930.47	103,047

SIPIII	7/7/2015	11.69	13,985.00	1,196
SIPIII	7/17/2015	12.06	60,036.47	4,980
SIPIII	7/17/2015	12.05	60,017.05	4,980
SIPIII	7/20/2015	12.05	7,504.22	623
SIPIII	7/21/2015	11.94	7,437.98	623
SIPIII	7/22/2015	11.97	7,423.61	620
Total			156,404.33	13,022

LSBK	7/6/2015	11.68	15,980.00	1,368
LSBK	7/16/2015	11.90	30,101.00	2,529
LSBK	7/17/2015	12.05	211,162.28	17,520
LSBK	7/17/2015	12.05	211,093.95	17,520
LSBK	7/20/2015	12.02	26,304.88	2,188
LSBK	7/21/2015	11.93	26,107.53	2,188
LSBK	7/22/2015	11.95	26,111.74	2,185
Total			546,861.38	45,498

Broad Park	7/6/2015	11.68	15,993.30	1,369
Broad Park	7/14/2015	11.70	11,990.00	1,025
Broad Park	7/17/2015	12.05	293,353.51	24,340
Broad Park	7/17/2015	12.05	293,258.58	24,340
Broad Park	7/20/2015	12.02	36,540.13	3,040
Broad Park	7/21/2015	11.93	36,271.40	3,040
Broad Park	7/22/2015	11.95	36,261.85	3,035
Total			723,668.77	60,189

Chewy	7/6/2015	11.68	15,980.00	1,368
Chewy	7/16/2015	11.90	30,101.00	2,529
Chewy	7/17/2015	12.05	205,136.53	17,020
Chewy	7/17/2015	12.05	205,070.15	17,020
Chewy	7/20/2015	12.02	25,584.09	2,128
Chewy	7/21/2015	11.93	25,511.06	2,138
Chewy	7/22/2015	11.95	25,251.97	2,113
Total			532,634.80	44,316

2514 MSF	7/7/2015	11.69	13,985.00	1,196
2514 MSF	7/8/2015	11.71	6,896.10	589
2514 MSF	7/17/2015	12.06	58,469.78	4,850
2514 MSF	7/17/2015	12.06	45,454.16	3,770
2514 MSF	7/17/2015	12.05	45,439.45	3,770
2514 MSF	7/17/2015	12.05	58,450.86	4,850
2514 MSF	7/20/2015	12.05	7,324.03	608
2514 MSF	7/20/2015	12.06	5,666.20	470
2514 MSF	7/21/2015	11.94	5,612.78	470
2514 MSF	7/21/2015	11.94	7,139.75	598
2514 MSF	7/22/2015	11.98	5,668.23	473
2514 MSF	7/22/2015	11.97	7,244.49	605
Total			267,350.83	22,249

CBPS	7/6/2015	11.68	15,960.00	1,367
CBPS	7/15/2015	11.67	14,510.30	1,243
CBPS	7/17/2015	12.05	253,804.59	21,060
CBPS	7/17/2015	12.05	253,722.46	21,060
CBPS	7/20/2015	12.01	31,594.72	2,630
CBPS	7/21/2015	11.93	31,374.39	2,630
CBPS	7/22/2015	11.94	31,381.74	2,628
Total			632,348.20	52,618

Seidman	7/17/2015	10.00	274,450.00	27,445
Seidman	7/17/2015	10.00	25,550.00	2,555
Total			300,000.00	30,000

*Includes brokerage commission.

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value, of MSB Financial Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: July 17, 2015	SEIDMAN AND ASSOCIATES, L.L.C.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Manager

	SEIDMAN INVESTMENT PARTNERSHIP, L.P.

	By:	Veteri Place Corporation, its General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP II, L.P.

	By:	Veteri Place Corporation, its General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP III, L.P.

	By:	JBRC I, LLC, its
		Co-General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

	LSBK06-08, L.L.C.

	By:	Veteri Place Corporation, its Trading Advisor


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	BROAD PARK INVESTORS, L.L.C.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	CHEWY GOOEY COOKIES, L.P.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	2514 MULTI-STRATEGY FUND, L.P.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	CBPS, LLC

	By:	Veteri Place Corporation, its Trading Advisor


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	VETERI PLACE CORPORATION


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	JBRC I, LLC


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

	/ss/ Lawrence B. Seidman
	LAWRENCE B. SEIDMAN