S-8

As filed with the Securities and Exchange Commission on November 1, 2016      Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

OTTAWA BANCORP, INC.

(exact name of registrant as specified in its charter)

Maryland	81-2959182
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

925 LaSalle Street

Ottawa, Illinois 61350

(815) 433-2525

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Ottawa Bancorp, Inc. 2006 Equity Incentive Plan

(Full Title of the Plan)

Jon Kranov President and Chief Executive Officer Ottawa Bancorp, Inc.  925 LaSalle Street                Ottawa, Illinois 61350	Copies to:  Edward G. Olifer, Esq. Suzanne A. Walker, Esq. Kilpatrick Townsend & Stockton LLP 607 14th Street NW Washington, DC 20005
(815) 433-2525	(202) 508-5800

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock $0.01 par value	89,675 (2)	$ 8.41 (3)	$ 754,167	$88.00
Common Stock $0.01 par value	40,289 (4)	$ 11.60 (5)	$ 467,353	$55.00

(1)	Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Ottawa Bancorp, Inc. 2006 Equity Incentive Plan (the “Plan”) as the result of a stock split, stock dividend or similar adjustment to the outstanding common stock of Ottawa Bancorp, Inc. (the “Common Stock”) pursuant to 17 C.F.R. §230.416(a).
(2)	Represents the shares which may be issued upon exercise of stock options to purchase shares of Common Stock granted or to be granted under the Plan.

(3) Based on the weighted average exercise price of $8.41 per share at which stock options for 89,675 shares of Common Stock (as adjusted) have been granted under the Plan.

(4) Represents shares that may be granted under the Plan.

(5) Calculated in accordance with the provisions of Rule 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of the high and low sales price per share of the Common Stock as reported on the Nasdaq Capital Market on October 24, 2016.

This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), and 17 C.F.R. §230.462.

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 & 2. The document containing the information for the Ottawa Bancorp, Inc. 2006 Equity Incentive Plan (the “Plan”) specified by Part I of this Registration Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1). Said document need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Said document and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed or to be filed by Ottawa Bancorp, Inc. (the “Registrant” or the “Corporation”) with the SEC are incorporated by reference in this Registration Statement:

(a)     The Prospectus filed with the SEC by the Registrant (File No. 333-211860), pursuant to Section 424(b)(3) on August 18, 2016, which includes the consolidated financial statements of Ottawa Savings Bancorp, Inc. and Subsidiary as of December 31, 2015 and 2014 and the related statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2015, together with the related notes and report of RSM US LLP, independent registered public accounting firm, dated March 30, 2016.

(b)     The Registrant’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2016, filed with the SEC on September 21, 2016 (File No. 333-211860).

(c)     Current Reports on Form 8-K filed by the Registrant with the SEC on September 21, 2016 and September 27, 2016 (in each case other than those portions furnished under Section 2.02, 7.01 or 9.01 of Form 8-K) (File No. 333-211860).

(d)     The description of the Registrant’s common stock contained in the Registrant’s Form 8-K 12B (File No. 001-37914), as filed with the SEC on October 11, 2016.

(e)     All documents filed by the Registrant, where applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold (in each case other than those portions furnished under Items 2.02. 7.01 and 9.01 of Form 8-K).

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable, as the Registrant’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5. Interests of Named Experts and Counsel

None.

The validity of the Common Stock offered hereby has been passed upon for the Registrant by the firm of Kilpatrick Townsend & Stockton LLP.

Item 6. Indemnification of Directors and Officers

Article NINTH of the Articles of Incorporation of Ottawa Bancorp, Inc. (the “Corporation”), a Maryland corporation provides as follows:

NINTH: The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. Any indemnification payments made pursuant to this Article NINTH are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)) and the regulations promulgated thereunder by the Federal Deposit Insurance Corporation (12 C.F.R. Part 359).

Item 7. Exemption from Registration Claimed

None.

Item 8. Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).  

	List of Exhibits (filed herewith unless otherwise noted):
4.1	Articles of Incorporation of Ottawa Bancorp, Inc. (1)
4.2	Bylaws of Ottawa Bancorp, Inc. (2)
4.3	Ottawa Bancorp, Inc. Form of Stock Certificate (3)
4.4	Form of Stock Option Agreement
4.5	Form of Restricted Stock Agreement
5	Opinion of Kilpatrick Townsend & Stockton LLP as to the legality of the common stock to be issued
10.1	Ottawa Bancorp, Inc. 2006 Equity Incentive Plan (4)
23.1	Consent of Kilpatrick Townsend & Stockton LLP (contained in the Opinion included as Exhibit 5)
23.2	Consent of RSM US LLP
24	Power of Attorney (contained on the signature page)

(1) Filed as Exhibit 3.1 to the Registrant’s Form S-1 Registration Statement filed with the SEC on June 6, 2016 (File No. 333-211860).

(2) Filed as Exhibit 3.2 to the Registrant’s Form S-1 Registration Statement filed with the SEC on June 6, 2016 (File No. 333-211860).

(3)	Filed as Exhibit 4.0 to the Registrant’s Form S-1 Registration Statement filed with the SEC on June 6, 2016 (File No. 333-211860).
(4)	Incorporated herein by reference to Appendix B in the definitive proxy statement filed with the SEC on March 26, 2006 (File No. 000-51367).

Item 9. Undertakings

(a)      The undersigned Registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the Volume of Securities Offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.

(2)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)–(g)     Not applicable.

(h)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

(i)–(l)     Not applicable.

SIGNATURES

The Registrant.

Pursuant to the requirements of the Securities Act of 1933, Ottawa Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, the City of Ottawa, State of Illinois on October 31, 2016.

OTTAWA BANCORP, INC.
By:	/s/ Jon Kranov
	Jon Kranov
	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jon Kranov and Marc N. Kingry as the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Jon Kranov	President, Chief Executive Officer	October 31, 2016
Jon Kranov	and Director
	(principal executive officer)
/s/ Marc N. Kingry	Chief Financial Officer	October 31, 2016
Marc N. Kingry	(principal financial
	and accounting officer)
/s/ Thomas M. Adler	Director	October 31, 2016
Thomas M. Adler
/s/ John M. Armstrong	Director	October 31, 2016
John M. Armstrong
/s/ James A. Ferrero	Director	October 31, 2016
James A. Ferrero

/s/ Craig M. Hepner	Director	October 31, 2016
Craig M. Hepner
/s/ Keith Johnson	Director	October 31, 2016
Keith Johnson
/s/ William J. Kuiper	Director	October 31, 2016
William J. Kuiper
/s/ Arthur C. Mueller	Director	October 31, 2016
Arthur C. Mueller
/s/ Daniel J. Reynolds	Director	October 31, 2016
Daniel J. Reynolds

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
4.1	Articles of Incorporation of Ottawa Bancorp, Inc.	Incorporated herein by reference.
4.2	Bylaws of Ottawa Bancorp, Inc.	Incorporated herein by reference.
4.3	Ottawa Bancorp, Inc. Form of Stock Certificate	Incorporated herein by reference.
4.4	Form of Stock Option Agreement	Filed herewith.
4.5	Form of Restricted Stock Award Agreement	Field herewith.
5	Opinion of Kilpatrick Townsend & Stockton LLP	Filed herewith.
10.1	Ottawa Bancorp, Inc. 2006 Equity Incentive Plan	Incorporated herein by reference.
23.1	Consent of Kilpatrick Townsend & Stockton LLP	Contained in the Opinion included as Exhibit 5.
23.2	Consent of RSM US LLP	Filed herewith.
24	Power of Attorney	Located on the signature page.

EX-4.4

Exhibit 4.4

FORM OF

STOCK OPTION AWARD AGREEMENT

OTTAWA BANCORP, INC. 2006 EQUITY INCENTIVE PLAN

This Stock Option Grant is awarded to _______________ (the “Participant”) by Ottawa Bancorp, Inc. (the “Company”) as of __________________ (the “Grant Date”), the date the Committee of the Board of Directors of the Company (the “Committee”) granted the Participant the right and option to purchase ________________Shares pursuant to the Ottawa Bancorp, Inc. 2006 Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Award Agreement:

Type of Option(s):	___ Incentive Stock Option (ISO)
	____ Non-Qualified Stock Option (NQO)
Shares Subject to the ISO Portion of this Stock Option Award:	______________shares of Common Stock.
Shares Subject to the NQO Portion of this Stock Option Award:	___________ shares of Common Stock.
Date of Grant:	_______________, 20____
Exercise Price:	$________
Expiration Date:	_______________, unless sooner as set forth in this Award Agreement
Vesting Schedule:	Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) the Options shall vest (become exercisable) in accordance with the following schedule:

ISO Schedule		NQO Schedule
Installment	Vesting Date	Installment	Vesting Date

IN WITNESS WHEREOF, Ottawa Bancorp, Inc., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

OTTAWA BANCORP, INC.
By:
	On behalf of the Committee

Accepted by Participant:

__________________________ 

Date:______________________

TERMS AND CONDITIONS

1. Grant of Option. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2. Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable upon your death or Disability during your Continuous Status as a Participant.

3. Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability.

(b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.

(c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the Plan) may exercise your Option.

(d) At the end of the remaining original term of the Option if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control.

If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.

4. Exercise of Option. You may exercise your Option by providing:

(a) a written notice of intent to exercise to the address and in the form specified by the Committee from time to time; and

(b) payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for the Shares can be made in cash, Company common stock (“stock swap”), a combination of cash and Company common stock or by means of a cashless exercise (if permitted by the Committee).

5. Beneficiary Designation. You may, in a manner determined by the Committee, designate a beneficiary to exercise your rights under the Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of this Award Agreement and the Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment shall be made to your estate. You may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Company.

6. Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment taxes (i.e., FICA and FUTA).

7. Limitation of Rights. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights as a shareholder of the Company unless and until the Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.

8. Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime.

9. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Agreement, the provisions of the Plan will control.

10. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the Plan.

11. Severability. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Award Agreement.

12. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

[INSERT CONTACT]

or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, as then currently on file with the Company, or to any other address that you provide in a written notice to the Company.

EX-4.5

Exhibit 4.5

FORM OF

RESTRICTED STOCK AWARD AGREEMENT

OTTAWA BANCORP, INC. 2006 EQUITY INCENTIVE PLAN

This Award Agreement is provided to __________________(the “Participant”) by Ottawa Bancorp, Inc. (the “Company”) as of____________________, the date the Compensation Committee of the Board of Directors of the Company awarded the Participant a Restricted Stock Award pursuant to the Ottawa Bancorp, Inc. 2006 Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Award Agreement (hereinafter referred to as the “Award”):

1.     Number of shares subject

to your Restricted Stock Award:     ________________ shares

2.      Grant Date:                                       _____________, 20___

Unless sooner vested in accordance with the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Company common stock underlying your Restricted Stock Award will vest in accordance with the schedule below, provided you are then still employed by or in service with Clifton Savings Bank or any Affiliate.

Percentage of Shares Vesting Number of Shares Vesting Vesting Date

In the event a Vesting Date falls on a weekend or Bank holiday, your Restricted Stock Award will vest on the next business day.

IN WITNESS WHEREOF, Ottawa Bancorp, Inc., acting by and through the Compensation Committee of the Board of Directors of the Company has caused this Award Agreement to be executed as of the date set forth above.

OTTAWA BANCORP, INC.
By:
	On Behalf of the Compensation Committees

Accepted by Participant:

_______________

Date

TERMS AND CONDITIONS

The following terms and conditions apply to the Award:

1.      Award of Shares. Under the terms of the Plan, the Company has granted to the Participant an Award, effective on the Grant Date. To evidence the Award and the terms, conditions and restrictions thereof, the Company and the Participant have signed this Agreement.

2.      Award Restrictions. The unvested shares of Company common stock covered by this Award are subject to the following restrictions until they expire or terminate.

(a) The Participant may not sell, transfer, exchange, assign, pledge, hypothecate or otherwise encumber Award Shares.

(b) If the Participant’s service or employment with the Bank or any Affiliate terminates for any reason other than as set forth in Paragraph 3(b) below, the Participant will forfeit all rights, title and interest in and to the Award as of the date of termination, and the Award Shares will revert to the Company under the terms of the Plan.

(c) Award Shares are subject to the vesting schedule set forth on Page 1 of this Award Agreement.

 The restrictions imposed under Section 2(a)-(c) will expire on the earliest to occur of the following:

(a) On the respective dates, specified on Page 1 of this Award Agreement, provided you are then still in the service of the Company or an Affiliate; or

(b) Upon termination of your service by reason of death or Disability; or

(c) Upon a Change in Control (as defined in the Plan).

3.      Stock Issuance.

(a)     The Company shall issue the shares of Company common stock subject to this Award (the “Award Shares”) either: (i) in certificate form, (ii) in book-entry form or (iii) in trust, in each case with notations as to any restrictions on transfer imposed under this Agreement.

(b)     Any certificates representing any of the Award Shares shall be held by the Company (or as otherwise directed by the Company) until all restrictions with respect to any such Award Shares lapses (“Restricted Period”) or until the Award Shares are forfeited hereunder.

(c)     As soon as administratively practicable after the Restricted Period lapses for any of the Award Shares, the Company shall either remove the relevant notations for such Award Shares issued in book-entry form and deliver such shares as directed by the Participant or deliver to the Participant a certificate(s) evidencing the number of Award Shares as to which the Restricted Period has lapsed.

4.      Voting Rights. During the Restricted Period, the Participant may exercise full voting rights with respect to all of the Award Shares.

5.      Dividends and Other Distributions. During the Restricted Period, subject to Paragraph 10, all dividends and other distributions paid with respect to the Award Shares in the Company’s common stock shall be held by the Company until payable or forfeited pursuant hereto. Such stock dividends and other stock distributions shall be subject to the same restrictions on transferability and vesting as the Award Shares with respect to which they were paid and shall, to the extent vested, be paid when and to the extent the underlying Award Shares are vested and freed of restrictions. Unless otherwise determined by the Committee prior to the time a dividend is paid, dividends paid in cash shall be paid to the Participant at the same time as they are paid to other shareholders of the Company and shall not be subject to any restrictions under this Agreement.

6.      Forfeiture on Termination of Employment or Service. If the Participant’s employment or service with the Company and its Subsidiaries terminates for any reason prior to the end of the Restricted Period, subject to Paragraph 2, any portion of the Award Shares then subject to restrictions, then any Award Shares subject to restrictions at the date of such termination of the Participant’s employment or service shall be forfeited to the Company immediately upon such termination. For purposes of this Agreement, transfer of employment among the Company and its Subsidiaries shall not be considered a termination of employment.

7.      Withholding Taxes. The Company, or any of its Subsidiaries, shall have the right to retain and withhold the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to the Award Shares. The Committee may require the Participant or any successor in interest to pay or reimburse the Company, or any of its Subsidiaries, for any such taxes required to be withheld by the Company, or any of its Subsidiaries, and to withhold any distribution in whole or in part until the Company, or any of its Subsidiaries, is so paid or reimbursed. In lieu thereof, the Company, or any of its Subsidiaries, shall have the right to withhold from any other cash amounts due or to become due from the Company, or any of its Subsidiaries, to or with respect to Participant an amount equal to such taxes required to be withheld by the Company, or any of its Subsidiaries, to pay or reimburse the Company, or any of its Subsidiaries, for any such taxes or to retain and withhold a number of shares of the Company’s Common Stock having a market value not less than the amount of such taxes and cancel any such shares so withheld in order to pay or reimburse the Company, or any of its Subsidiaries, for any such taxes. Employee or any successor in interest is authorized to deliver shares of the Company’s Common Stock in satisfaction of minimum statutorily required tax withholding obligations.

8.      Plan. The Award is granted pursuant to the Plan and is subject to the terms thereof (including all applicable vesting, forfeiture, settlement and other provisions).

9.      Construction and Capitalized Terms. This Agreement shall be administered, interpreted and construed in accordance with the applicable provisions of the Plan. Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

EX-5

Exhibit 5

		Suite 900 607 14th St., NW Washington DC 20005-2018 t 202 508 5800 f 202 508 5858
	direct dial 202 508 5852 direct fax 202 204 5614 eolifer@kilpatricktownsend.com

November 1, 2016

Board of Directors

Ottawa Bancorp, Inc.

925 LaSalle Street

Ottawa, Illinois 61350

Re:     Ottawa Bancorp, Inc. 2006 Equity Incentive Plan

Board Members:

We have been requested by Ottawa Bancorp, Inc., a Maryland corporation (the “Company”), to issue our opinion in connection with the registration of shares of the Company’s common stock, par value $0.01 per share, under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement on Form S-8 (the “Registration Statement”) covers 89,675 shares of Company Common Stock that may be issued upon the exercise of stock options or 40,289 shares of Company Common Stock that may be issued upon the vesting of stock awards under the Ottawa Bancorp, Inc. 2006 Equity Incentive Plan (the “Plan”).

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company or its subsidiaries.

Based on the foregoing, and limited in all respects to Maryland law, it is our opinion that the shares reserved for issuance under the Plan are duly authorized and upon payment for such shares and issuance in the manner described in the Plan, the shares will be validly issued, fully paid and nonassessable.

We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein.

Board of Directors

Ottawa Bancorp, Inc.

November 1, 2016

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading “Interests of Named Experts and Counsel” therein.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP
By:	/s/ Edward G. Olifer
	Edward G. Olifer, a Partner

EX-23.2

Exhibit 23.2