CUSIP No. 190632109
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Page 1 of 12 Pages
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Phillip M. Goldberg
Foley & Lardner LLP 321 North Clark Street Suite 2800
Chicago, IL 60654-5313 (312) 832-4549
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Peter D. Fetzer
Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800
Milwaukee, WI 53202-5306 (414) 297-5596
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CUSIP No. 190632109
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSON
MHC Mutual Conversion Fund, L.P.
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|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) S
(b) £
|
||
3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS
WC
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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£
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
170,100
|
||
8
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SHARED VOTING POWER
0
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|||
9
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SOLE DISPOSITIVE POWER
170,100
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|||
10
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SHARED DISPOSITIVE POWER
0
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,100
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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S*
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
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|||
14
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TYPE OF REPORTING PERSON
PN
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* |
The Reporting Persons (as defined herein) may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act (as defined herein) and may be deemed to beneficially own the Common Stock (as defined herein) owned by the other Reporting Persons. The share amounts reported above do not reflect any Common Stock the Reporting Persons may be deemed to be beneficially owned as a result of membership in a “group” and each of the Reporting Persons expressly disclaim such membership.
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CUSIP No. 190632109
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Page 3 of 12 Pages
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1
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NAME OF REPORTING PERSON
Clover Partners, L.P.
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) S
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
OO/AF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
170,100
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
170,100
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,100
|
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
S*
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
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|||
14
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TYPE OF REPORTING PERSON
PN, IA
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* |
The Reporting Persons (as defined herein) may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act (as defined herein) and may be deemed to beneficially own the Common Stock (as defined herein) owned by the other Reporting Persons. The share amounts reported above do not reflect any Common Stock the Reporting Persons may be deemed to be beneficially owned as a result of membership in a “group” and each of the Reporting Persons expressly disclaim such membership.
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CUSIP No. 190632109
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSON
Clover Partners Management, L.L.C.
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) S
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO/AF
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
170,100
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
170,100
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,100
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
S*
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
|||
14
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TYPE OF REPORTING PERSON
CO
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* |
The Reporting Persons (as defined herein) may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act (as defined herein) and may be deemed to beneficially own the Common Stock (as defined herein) owned by the other Reporting Persons. The share amounts reported above do not reflect any Common Stock the Reporting Persons may be deemed to be beneficially owned as a result of membership in a “group” and each of the Reporting Persons expressly disclaim such membership.
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CUSIP No. 190632109
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Page 5 of 12 Pages
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1
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NAME OF REPORTING PERSON
Johnny Guerry
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) S
(b) £
|
||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
OO/AF
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
170,100
|
|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
170,100
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,100
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
S*
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
|||
14
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TYPE OF REPORTING PERSON
IN
|
* |
The Reporting Persons (as defined herein) may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act (as defined herein) and may be deemed to beneficially own the Common Stock (as defined herein) owned by the other Reporting Persons. The share amounts reported above do not reflect any Common Stock the Reporting Persons may be deemed to be beneficially owned as a result of membership in a “group” and each of the Reporting Persons expressly disclaim such membership.
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CUSIP No. 190632109
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Page 6 of 12 Pages
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1
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NAME OF REPORTING PERSON
Mike I. Shafir
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) S
(b) £
|
||
3
|
SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
PF
|
|||
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
3,750
|
||
8
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SHARED VOTING POWER
0
|
|||
9
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SOLE DISPOSITIVE POWER
3,750
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
S*
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0%
|
|||
14
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TYPE OF REPORTING PERSON
IN
|
* |
The Reporting Persons (as defined herein) may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act (as defined herein) and may be deemed to beneficially own the Common Stock (as defined herein) owned by the other Reporting Persons. The share amounts reported above do not reflect any Common Stock the Reporting Persons may be deemed to be beneficially owned as a result of membership in a “group” and each of the Reporting Persons expressly disclaim such membership.
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CUSIP No. 190632109
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Page 7 of 12 Pages
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Item 1. |
Security and Issuer
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Securities acquired:
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Common Stock, par value $0.01 per share
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Issuer:
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Coastway Bancorp, Inc.
One Coastway Blvd.
Warwick, Rhode Island 02886
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CUSIP No. 190632109
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Page 8 of 12 Pages
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds
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CUSIP No. 190632109
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Page 9 of 12 Pages
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Item 4. |
Purpose of the Transaction
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Item 5. |
Interest in Securities of the Issuer
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CUSIP No. 190632109
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Page 10 of 12 Pages
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Date
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Number of Shares (Sold)
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Price Per Share
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Where and How Transaction Effected
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3/15/2018
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(100,000)
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$27.206
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Open Market
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3/16/2018
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(50,000)
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$27.1642
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Open Market
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3/19/2018
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(50,000)
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$27.2006
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Open Market
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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CUSIP No. 190632109
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Page 11 of 12 Pages
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Item 7. |
Material to be Filed as Exhibits
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Exhibit No.
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Description
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Exhibit 99.1
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Joint Filing Agreement by and among the Reporting Persons. [Attached as Exhibit 99.1 to the amended Schedule 13D filed with the Securities and Exchange Commission on December 22, 2017, and incorporated herein by reference.]
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Exhibit 99.2
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Notice of Intent to Nominate Directors, dated December 22, 2017. [Attached as Exhibit 99.2 to the amended Schedule 13D filed with the Securities and Exchange Commission on January 8, 2018, and incorporated herein by reference.]
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CUSIP No. 190632109
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Page 12 of 12 Pages
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MHC Mutual Conversion Fund, L.P.
By: Clover Partners, L.P.
By: Clover Partners Management, L.L.C., general partner
By: /s/ Johnny Guerry
Name: Johnny Guerry
Title: Managing Partner
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Clover Partners, L.P.
By: Clover Partners Management, L.L.C., general partner
By: /s/ Johnny Guerry
Name: Johnny Guerry
Title: Managing Partner
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Clover Partners Management, L.L.C.
By: /s/ Johnny Guerry
Name: Johnny Guerry
Title: Managing Partner
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/s/ Johnny Guerry
Johnny Guerry
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/s/ Mike I. Shafir
Mike I. Shafir
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