0000941560-17-000003.txt : 20170214 0000941560-17-000003.hdr.sgml : 20170214 20170214112303 ACCESSION NUMBER: 0000941560-17-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Georgetown Bancorp, Inc. CENTRAL INDEX KEY: 0001542299 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86918 FILM NUMBER: 17604691 BUSINESS ADDRESS: STREET 1: 2 EAST MAIN STREET CITY: GEORGETOWN STATE: MA ZIP: 01833 BUSINESS PHONE: 978-352-8600 MAIL ADDRESS: STREET 1: 2 EAST MAIN STREET CITY: GEORGETOWN STATE: MA ZIP: 01833 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER LEWIS ASSET MANAGEMENT L P CENTRAL INDEX KEY: 0000941560 IRS NUMBER: 232778393 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 285 WILMINGTON WEST CHESTER PIKE CITY: CHADDS FORD STATE: PA ZIP: 19317 BUSINESS PHONE: 6105582800 MAIL ADDRESS: STREET 1: 285 WILMINGTON WEST CHESTER PIKE CITY: CHADDS FORD STATE: PA ZIP: 19317 SC 13G 1 gtwn123116a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Georgetown Bancorp, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

372591107

(CUSIP Number)

December 31, 2016

Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d1(b)

o Rule 13d1(c)

o Rule 13d1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 372591107

NAME OF REPORTING PERSON

S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

Gardner Lewis Asset Management, L.P. 23-2778393

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

[_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

285 Wilmington – West Chester Pike, Chadds Ford, PA 19317

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

170016

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

170016

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

170016

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.2

TYPE OF REPORTING PERSON *

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 372591107

NAME OF REPORTING PERSON

S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

Gardner Lewis Asset Management, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

[_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

285 Wilmington – West Chester Pike, Chadds Ford, PA 19317

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

170016

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

170016

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

170016

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.2

TYPE OF REPORTING PERSON *

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 372591107

NAME OF REPORTING PERSON

S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

Gardner Lewis Merger Arbitrage Fund, L.P. 45-3200292

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

[_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

285 Wilmington – West Chester Pike, Chadds Ford, PA 19317

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

131185

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

131185

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

131185

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.1

TYPE OF REPORTING PERSON *

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 372591107

NAME OF REPORTING PERSON

S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

Gardner Lewis Partner, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

[_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

285 Wilmington – West Chester Pike, Chadds Ford, PA 19317

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

131185

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

131185

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

131185

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.1

TYPE OF REPORTING PERSON *

*SEE INSTRUCTION BEFORE FILLING OUT!

Item 1.

(a)

Name of Issuer:

Georgetown Bancorp, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

2 East Main Street

Georgetown, MA 01833

Item 2.

(a)

Name of Person Filing

Gardner Lewis Asset Management, L.P.

Gardner Lewis Asset Management, Inc.

Gardner Lewis Merger Arbitrage Fund, L.P.

Gardner Lewis Partner, LLC

(b)

Address of Principal Business Office

285 Wilmington – West Chester Pike, Chadds Ford, PA 19317

(c)

Citizenship: United States of America

(d)

Title of Class of Securities: Common Stock, par value $0.01

(e)

CUSIP Number: 372591107

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

[_] Broker or Dealer registered under Section 15 of the Act.

[_] Bank as defined in section 3(a)(6) of the Act

[_] Insurance Company as defined in section 3(a)(19) of the Act

[_] Investment Company registered under section 8 of the Investment Company Act

[X] Investment Advisor registered under section 203 of the Investment Advisers Act of 1940

[_] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)

[X] Parent Holding Company, in accordance with 240.13d-1(b)(1)(ii)(G) (Note: See Item 7)

[_] Group, in accordance with 240.13d-1(b)(1)(ii)(H)

Item 4. Ownership

Gardner Lewis Asset Management, L.P. (“GLAM”)

Gardner Lewis Asset Management, Inc. (“GLAM GP”)

Gardner Lewis Merger Arbitrage Fund, L.P. (“Fund”)

Gardner Lewis Partner, LLC (“Fund GP”)

The Fund is a private investment fund. The Fund’s general partner is the Fund GP. GLAM is the investment manager of the Fund, and GLAM GP is the general partner of GLAM. W. Whitfield Gardner is the sole shareholder of GLAM GP and the sole member of Fund GP.

GLAM advises private funds and client accounts. In such capacity, GLAM has voting authority and dispositive discretion over the securities of the Issuer described in this Schedule 13G that are owned by the private funds and client

accounts advised by GLAM. The pecuniary interest of all securities reported in this Schedule 13G is owned by the private funds and client accounts advised by GLAM. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, GLAM, GLAM GP and Mr. Gardner each disclaims beneficial ownership of all securities reported in this Schedule 13G.

(a) Amount beneficially owned:

170,016 shares of Common Stock by GLAM and GLAM GP

131,185 shares of Common Stock by the Fund and Fund GP

(b) Percent of class:

Approximately 9.2% for GLAM and GLAM GP and 7.1% for the Fund and Fund GP as of the date of filing this statement. Based on 1,840,920 shares of Common Stock issued and outstanding as of November 7, 2016 as reported on the Issuer’s Form 10-Q filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

(c)

Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: See Item 4(a) above.

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of : See Item 4(a) above.

Item 5. Ownership of Five Percent or Less of a Class.

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

The Fund has granted to GLAM, as investment manager, the sole power to manage the Fund’s investments.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8. Identification and Classification of Members of the Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction have such purposes or effect.

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.

Gardner Lewis Asset Management, L.P.

By: Gardner Lewis Asset Management, Inc., its general partner

Dated: February 14, 2017 By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO

Gardner Lewis Asset Management, Inc.

Dated: February 14, 2017 By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO

Gardner Lewis Merger Arbitrage Fund, L.P.

By: Gardner Lewis Partner, LLC, its general partner

Dated: February 14, 2017 By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO

Gardner Lewis Partner, LLC, its general partner

Dated: February 14, 2017 By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is used in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Georgetown Bancorp, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute the Agreement this 14^th day of February, 2017.

Gardner Lewis Asset Management, L.P.

By: Gardner Lewis Asset Management, Inc., its general partner

Dated: February 14, 2017 By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO

Gardner Lewis Asset Management, Inc.

Dated: February 14, 2017 By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO

Gardner Lewis Merger Arbitrage Fund, L.P.

By: Gardner Lewis Partner, LLC, its general partner

Dated: February 14, 2017 By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO

Gardner Lewis Partner, LLC, its general partner

Dated: February 14, 2017 By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO