SEC Form SC 13D/A filed by Prudential Bancorp Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

PRUDENTIAL BANCORP, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

74431A101

(CUSIP Number)

Warren A. Mackey

17 State Street, Suite 3330

New York, New York 10004

(212) 370-9032

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 11, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on 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).

This Document contains 8 pages.

CUSIP No. 74431A101		SCHEDULE 13D		Page 2 of 8 Pages

 

1		Name of Reporting Persons   Homestead Partners LP
2		Check the Appropriate Box if a Member of a Group (a)  ☒  (b)  ☐
3		SEC Use Only
4		Source of funds (See Instructions)   WC
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐
6		Citizenship or Place of Organization   Delaware
Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   33,549
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   33,549
11		Aggregate Amount Beneficially Owned by Each Reporting Person   33,549
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13		Percent of Class Represented by Amount in Row (11)   0.4%
14		Type of Reporting Person   PN

CUSIP No. 74431A101		SCHEDULE 13D		Page 3 of 8 Pages

 

1		Name of Reporting Persons   Arles Partners LP
2		Check the Appropriate Box if a Member of a Group (a)  ☒  (b)  ☐
3		SEC Use Only
4		Source of funds (See Instructions)   WC
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐
6		Citizenship or Place of Organization   New York
Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   158,696
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   158,696
11		Aggregate Amount Beneficially Owned by Each Reporting Person   158,696
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13		Percent of Class Represented by Amount in Row (11)   2.0%
14		Type of Reporting Person   PN

CUSIP No. 74431A101		SCHEDULE 13D		Page 4 of 8 Pages

 

1		Name of Reporting Persons   Arles Advisors Inc
2		Check the Appropriate Box if a Member of a Group (a)  ☒  (b)  ☐
3		SEC Use Only
4		Source of funds (See Instructions)   n/a
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐
6		Citizenship or Place of Organization   New York
Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   192,245
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   192,245
11		Aggregate Amount Beneficially Owned by Each Reporting Person   192,245
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13		Percent of Class Represented by Amount in Row (11)   2.5%
14		Type of Reporting Person   CO

CUSIP No. 74431A101		SCHEDULE 13D		Page 5 of 8 Pages

 

1		Name of Reporting Persons   Warren A. Mackey
2		Check the Appropriate Box if a Member of a Group (a)  ☒  (b)  ☐
3		SEC Use Only
4		Source of funds (See Instructions)   PF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐
6		Citizenship or Place of Organization   United States of America
Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power   38,618
				8		Shared Voting Power   192,245
				9		Sole Dispositive Power   38,618
				10		Shared Dispositive Power   192,245
11		Aggregate Amount Beneficially Owned by Each Reporting Person   230,863
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13		Percent of Class Represented by Amount in Row (11)   3.0%
14		Type of Reporting Person   IN

CUSIP No. 74431A101		SCHEDULE 13D		Page 6 of 8 Pages

 

Item 1.   Security and Issuer

This third amendment (the “Third Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2013, as amended by the first amendment filed with the SEC on February 12, 2014 and the second amendment filed with the SEC on March 10, 2022 (the “Schedule 13D”), relates to the common stock (“Shares”), $0.01 par value per share, of Prudential Bancorp, Inc. (the “Issuer”), a Pennsylvania corporation. The address of the principal executive offices of the Issuer is 1834 West Oregon Avenue, Philadelphia, Pennsylvania 19145. Except as specifically provided herein, this Third Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 5.   Interest in Securities of the Issuer

Item 5(a), (c) and (e) of the Schedule 13D are hereby amended as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 7,769,387 Shares stated to be outstanding by the Issuer as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended December 31, 2021.

As of the close of business on March 14, 2022, the Reporting Group owned, in the aggregate, 230,863 Shares, representing approximately 3.0% of the Issuer’s Shares outstanding. As the general partner of Homestead Partners and Arles Partners, Arles Advisors may be deemed to beneficially own the 192,245 Shares owned by Homestead Partners and Arles Partners representing approximately 2.5% of the Issuer’s Shares outstanding. As the sole shareholder, director and executive officer of Arles Advisors, Warren A. Mackey may be deemed to beneficially own the Shares owned by Homestead Partners and Arles Partners. Mr. Mackey individually and as the person with the sole investment discretion and voting authority for himself may be deemed to beneficially own 38,618 Shares representing approximately 0.5% of the Issuer’s outstanding Shares.

(c) Exhibit B annexed hereto lists all transactions in the Shares by the Reporting Group since the Reporting Group’s most recent filing of the Schedule 13D. All Shares reported herein were sold in the open market.

(e) As of March 11, 2022, the Reporting Group ceased to be a beneficial owner of more than 5% of the outstanding Shares.

Item 7.   Material to be Filed as Exhibits

A. Joint Filing Agreement by and among the Reporting Group (previously filed with the Schedule 13D)

B. Schedule of Transactions in the Shares

CUSIP No. 74431A101		SCHEDULE 13D		Page 7 of 8 Pages

 

    SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: March 15, 2022

 

CUSIP No. 74431A101		SCHEDULE 13D		Page 8 of 8 Pages

 

    EXHIBIT B

Schedule of Transactions in the Shares

 

Date		Shares				Price*				Amount*
			Homestead Partners LP
3/10/2022			75,000			$	16.55			$	1,241,234
3/11/2022			82,306				16.90				1,391,038
3/11/2022			100,000				16.87				1,686,981
3/14/2022			67,350				17.01				1,145,894
Total			324,656							$	5,465,147

 

*	Includes brokerage commissions.