0000899243-20-019057.txt : 20200714 0000899243-20-019057.hdr.sgml : 20200714 20200714063032 ACCESSION NUMBER: 0000899243-20-019057 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200710 FILED AS OF DATE: 20200714 DATE AS OF CHANGE: 20200714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHMITZ NANCY E CENTRAL INDEX KEY: 0001378116 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37506 FILM NUMBER: 201026279 MAIL ADDRESS: STREET 1: 1902 LONG HILL ROAD CITY: MILLINGTON STATE: NJ ZIP: 07946 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MSB FINANCIAL CORP CENTRAL INDEX KEY: 0001635261 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1902 LONG HILL ROAD CITY: MILLINGTON STATE: NJ ZIP: 07946 BUSINESS PHONE: (908) 647-4000 MAIL ADDRESS: STREET 1: 1902 LONG HILL ROAD CITY: MILLINGTON STATE: NJ ZIP: 07946 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-07-10 1 0001635261 MSB FINANCIAL CORP MSBF 0001378116 SCHMITZ NANCY E 1902 LONG HILL RD MILLINGTON NJ 07946 0 1 0 0 Chief Credit Officer Common Stock 2020-07-10 4 F 0 1450 10.19 D 13662 D Common Stock 2020-07-10 4 J 0 13662 0.00 D 0 D Common Stock 2020-07-10 4 J 0 8528 0.00 D 0 I ESOP Optionj- Right to Buy 13.04 2020-07-10 4 D 0 20000 0.00 D 2017-06-07 2026-06-06 Common Stock 20000 0 D Tax withholding of shares associated with the accelerated vesting of prior restricted stock awards upon a change in control. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Kearny Financial Corp. ("KRNY") and MSB Bancorp Inc. ("MSBF"). At the effective time of the Merger on July 10, 2020 (the "Effective Time"), each share of MSBF common stock issued and outstanding immediately prior to such time was converted into the right to receive either $18.00 per share in cash or 1.3 shares of KRNY common stock, subject to an election and allocation procedure whereby a maximum of 10% of such MSBF shares will be exchanged for cash and the balance will be exchanged for KRNY common stock. At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Kearny Financial Corp. and MSB Bancorp Inc., all stock options were cancelled and the reporting person received a cash payment equal to $18.00 per share minus the applicable exercise price of such stock option multiplied by each stock option held. /s/ Nancy E. Schmitz by Michael A. Shriner as Attorney-in-Fact 2020-07-10