0001341004-17-000551.txt : 20170901 0001341004-17-000551.hdr.sgml : 20170901 20170901171419 ACCESSION NUMBER: 0001341004-17-000551 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170901 DATE AS OF CHANGE: 20170901 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FSB Bancorp, Inc. CENTRAL INDEX KEY: 0001667939 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89714 FILM NUMBER: 171066878 BUSINESS ADDRESS: STREET 1: 45 SOUTH MAIN STREET CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: (585) 223-9080 MAIL ADDRESS: STREET 1: 45 SOUTH MAIN STREET CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: FSB Community Bankshares, Inc. DATE OF NAME CHANGE: 20160224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MFP INVESTORS LLC CENTRAL INDEX KEY: 0001105685 IRS NUMBER: 223608480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 752-7280 MAIL ADDRESS: STREET 1: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sc13g_a.htm SCHEDULE 13G/A, AMENDMENT NO. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549


SCHEDULE 13G/A


Under the Securities Exchange Act of 1934

(Amendment No.  1)*

FSB Bancorp, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
30289C102
(CUSIP Number)
 
August 22, 2017
(Date of Event Which Requires Filing of this Statement)

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

          £ Rule 13d-l(b)

T Rule 13d-l(c)

          £ Rule 13d-l(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).



Page 1 of 7 pages

 
CUSIP No. 30289C102
 
   
1.
Names of Reporting Persons
   
 
MFP Partners, L.P.(1)
 
c/o MFP Investors LLC
 
909 Third Avenue, 33rd Floor
 
New York, NY 10022
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
£  (a)
 
£  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       Delaware
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       141,286
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       141,286
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       141,286
   
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
   
11.
Percent of Class Represented by Amount in Row (9)       7.3%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
PN
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Michael F. Price is the managing partner of MFP Partners, L.P. and the managing member and controlling person of MFP Investors LLC.

(2) Calculation based on 1,940,588 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.


Page 2 of 7 pages

 
 
CUSIP No. 30289C102
   
1.
Names of Reporting Persons
   
 
MFP Investors LLC(1)
 
909 Third Avenue, 33rd Floor
 
New York, NY 10022
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
£  (a)
 
£  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       Delaware
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       141,286
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       141,286
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       141,286
 
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
   
11.
Percent of Class Represented by Amount in Row (9)       7.3%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
OO
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Michael F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person of MFP Investors LLC.

(2) Calculation based on 1,940,588 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.


Page 3 of 7 pages

 
 
CUSIP No. 30289C102
   
1.
Names of Reporting Persons
   
 
Michael F. Price(1)
 
c/o MFP Investors LLC
 
909 Third Avenue, 33rd Floor
 
New York, NY 10022
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
£  (a)
 
£  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       United States of America
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       141,286
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       141,286
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       141,286
 
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
   
11.
Percent of Class Represented by Amount in Row (9)       7.3%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
IN
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Michael F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person of MFP Investors LLC.

(2) Calculation based on 1,940,588 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.


Page 4 of 7 pages

 

CUSIP No. 30289C102
Item 1.
 
 
(a)
Name of Issuer
     
   
FSB Bancorp, Inc.
     
 
(b)
Address of Issuer's Principal Executive Offices
     
   
45 South Main Street
   
Fairport, NY 14450
   
USA
     
Item 2.
    
     
 
(a)
Name of Person Filing
     
   
MFP Partners, L.P.
   
MFP Investors LLC
   
Michael F. Price
     
 
(b)
Address of Principal Business Office or, if none, Residence
     
   
909 Third Avenue, 33rd Floor
   
New York, NY 10022
     
 
(c)
Citizenship
     
   
MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware.  Michael F. Price is a citizen of the United States of America.
     
 
(d)
Title of Class of Securities
     
   
Common Stock, par value $0.01 per share
     
 
(e)
CUSIP Number
     
   
30289C102
     
Item 3.
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
 
Not applicable.
   
Item 4.
Ownership.
   
 
MFP Partners, L.P. directly owns 141,286 shares of Common Stock, representing 7.3% of the total number of shares of Common Stock outstanding.  As the investment advisor to MFP Partners, L.P., MFP Investors LLC is deemed to have shared power to vote 141,286 shares of Common Stock, representing 7.3% of the total number of shares of Common Stock outstanding.  As Managing Member and controlling person of MFP Investors LLC, Michael F. Price is deemed to have shared power to vote 141,286 shares of Common Stock, representing 7.3% of the total number of shares of Common Stock outstanding.
   
 
The ownership percentages set forth above are based on 1,940,588 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q filed by the issuer with the Securities and Exchange Commission.
   
   


Page 5 of 7 pages

 
 
CUSIP No. 30289C102
Item 5.
Ownership of Five Percent or Less of a Class
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
 
MFP Investors LLC manages investments for MFP Partners, L.P. which beneficially owns more than 5% of the shares of Common Stock.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group
   
 
Not applicable.
   
Item 10.
Certification
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.

SIGNATURE
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 as of September 1, 2017.

 
MFP Partners, L.P.
   
 
/s/ Michael F. Price
 
Signature
     
 
Name:
Michael F. Price
 
Title:
Managing Partner
     
     
 
MFP Investors LLC
   
 
/s/ Michael F. Price
 
Signature
   
 
Name:
Michael F. Price
 
Title:
Managing Member
     
     
 
MICHAEL F. PRICE
   
 
/s/ Michael F. Price
 
Signature
 
Name:
Michael F. Price

Page 6 of 7 pages

 
CUSIP No. 30289C102
 
EXHIBITS

Exhibit
    
Number
  
Title
     
1
  
Joint Filing Agreement dated July 31, 2017 among the Reporting Persons (filed as Exhibit 1 to the Schedule 13G filed by the Reporting Persons on July 31, 2017)

 
Page 7 of 7 pages