UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
| Lake Shore Bancorp, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 510700107 |
| (CUSIP Number) |
| Mr. Joseph Stilwell |
| 111 Broadway, 12th Floor |
| New York, New York 10006 |
| Telephone: (212) 269-1551 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| December 31, 2020 |
| (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 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(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 disclosures provided in a prior cover page.
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).
| CUSIP No. 510700107 | 13G | Page 2 of 12 pages |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stilwell Partners, L.P. | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ | |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 | ||
| 6. |
SHARED VOTING POWER
293,064 | |||
| 7. |
SOLE DISPOSITIVE POWER
0 | |||
| 8. |
SHARED DISPOSITIVE POWER
293,064 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,064 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.03% | |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 510700107 | 13G | Page 3 of 12 pages |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stilwell Activist Fund, L.P. | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ | |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 | ||
| 6. |
SHARED VOTING POWER
293,064 | |||
| 7. |
SOLE DISPOSITIVE POWER
0 | |||
| 8. |
SHARED DISPOSITIVE POWER
293,064 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,064 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.03% | |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 510700107 | 13G | Page 4 of 12 pages |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stilwell Activist Investments, L.P. | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ | |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 | ||
| 6. |
SHARED VOTING POWER
293,064 | |||
| 7. |
SOLE DISPOSITIVE POWER
0 | |||
| 8. |
SHARED DISPOSITIVE POWER
293,064 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,064 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.03% | |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 510700107 | 13G | Page 5 of 12 pages |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stilwell Value LLC | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ | |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 | ||
| 6. |
SHARED VOTING POWER
293,064 | |||
| 7. |
SOLE DISPOSITIVE POWER
0 | |||
| 8. |
SHARED DISPOSITIVE POWER
293,064 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,064 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.03% | |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 510700107 | 13G | Page 6 of 12 pages |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph Stilwell | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ | |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 | ||
| 6. |
SHARED VOTING POWER
293,064 | |||
| 7. |
SOLE DISPOSITIVE POWER
0 | |||
| 8. |
SHARED DISPOSITIVE POWER
293,064 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,064 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.03% | |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 510700107 | 13G | Page 7 of 12 pages |
Item 1.
|
|
(a) |
Name of Issuer Lake Shore Bancorp, Inc. (the “Issuer”) |
| (b) |
Address of Issuer’s Principal Executive Offices 31 East Fourth Street Dunkirk, New York 14048 |
Item 2.
|
|
(a) |
Name of Person Filing This Schedule 13G is being jointly filed by Stilwell Partners, L.P., a Delaware limited partnership (“Stilwell Partners”); Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”); Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”); Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value LLC”) and the general partner of Stilwell Partners, Stilwell Activist Fund, and Stilwell Activist Investments; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC. The filers of this statement are collectively referred to herein as the “Group.”
This statement is filed by Joseph Stilwell with respect to the shares of Common Stock of the Issuer, par value $0.01 per share (the “Common Stock”), beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Partners, Stilwell Activist Fund, and Stilwell Activist Investments, in Joseph Stilwell’s capacities as the managing member and owner of Stilwell Value LLC.
The Joint Filing Agreement of the members of the Group is attached as Exhibit 1 to this Schedule 13G. |
| (b) |
Address of the Principal Office or, if none, residence The business address of Stilwell Partners, Stilwell Activist Fund, and Stilwell Activist Investments, Stilwell Value LLC, and Joseph Stilwell is 111 Broadway, 12th Floor, New York, New York 10006. | |
| (c) |
Citizenship Stilwell Partners, Stilwell Activist Fund, and Stilwell Activist Investments are organized under the laws of Delaware as a limited partnership. Stilwell Value LLC is organized under the laws of Delaware as a limited liability company. Joseph Stilwell is a citizen of the United States. | |
| (d) |
Title of Class of Securities Common Stock, par value $0.01 per share | |
| (e) |
CUSIP Number 510700107 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| CUSIP No. 510700107 | 13G | Page 8 of 12 pages |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 293,064 shares of Common Stock. | |||
| (b) | Percent of class: 5.03%, calculated based on the number of outstanding shares of Common Stock, 5,828,048, reported as the number of outstanding shares as of November 10, 2020, in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020. | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: 0 | |||
| (ii) |
Shared power to vote or to direct the vote: The members of the Group share the power to vote or direct the vote of 293,064 shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Partners, Joseph Stilwell has the power to direct the affairs of Stilwell Partners, including the voting of shares of Common Stock held in the name of Stilwell Partners. Therefore, Joseph Stilwell is deemed to share voting power with Stilwell Value and Stilwell Partners with regard to those shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Joseph Stilwell has the power to direct the affairs of Stilwell Activist Fund, including the voting of shares of Common Stock held in the name of Stilwell Activist Fund. Therefore, Joseph Stilwell is deemed to share voting power with Stilwell Value and Stilwell Activist Fund with regard to those shares of Common Stock.
| |||
|
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Investments, Joseph Stilwell has the power to direct the affairs of Stilwell Activist Investments, including the voting of shares of Common Stock held in the name of Stilwell Activist Investments. Therefore, Joseph Stilwell is deemed to share voting power with Stilwell Value and Stilwell Activist Investments with regard to those shares of Common Stock.
| ||||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |||
| CUSIP No. 510700107 | 13G | Page 9 of 12 pages |
| (iv) |
Shared power to dispose or to direct the disposition of: The members of the Group share the power to dispose or to direct the disposition of 293,064 shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Partners, Joseph Stilwell has the power to direct the affairs of Stilwell Partners, including the disposition of shares of Common Stock held in the name of Stilwell Partners. Therefore, Joseph Stilwell is deemed to share disposition power with Stilwell Value and Stilwell Partners with regard to those shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Joseph Stilwell has the power to direct the affairs of Stilwell Activist Fund, including the disposition of shares of Common Stock held in the name of Stilwell Activist Fund. Therefore, Joseph Stilwell is deemed to share disposition power with Stilwell Value and Stilwell Activist Fund with regard to those shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Investments, Joseph Stilwell has the power to direct the affairs of Stilwell Activist Investments, including the disposition of shares of Common Stock held in the name of Stilwell Activist Investments. Therefore, Joseph Stilwell is deemed to share disposition power with Stilwell Value and Stilwell Activist Investments with regard to those shares of Common Stock. |
| CUSIP No. 510700107 | 13G | Page 10 of 12 pages |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
|
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
| CUSIP No. 510700107 | 13G | Page 11 of 12 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.
Date: February 1, 2021
| STILWELL PARTNERS, L.P. | |||
| By: | STILWELL VALUE LLC | ||
| General Partner | |||
| /s/ Megan Parisi | |||
| By: | Megan Parisi | ||
| Member | |||
| STILWELL ACTIVIST FUND, L.P. | |||
| By: | STILWELL VALUE LLC | ||
| General Partner | |||
| /s/ Megan Parisi | |||
| By: | Megan Parisi | ||
| Member | |||
| STILWELL ACTIVIST INVESTMENTS, L.P. | |||
| By: | STILWELL VALUE LLC | ||
| General Partner | |||
| /s/ Megan Parisi | |||
| By: | Megan Parisi | ||
| Member | |||
| STILWELL VALUE LLC | ||
| /s/ Megan Parisi | ||
| By: | Megan Parisi | |
| Member | ||
| JOSEPH STILWELL | ||
| /s/ Joseph Stilwell* | ||
| Joseph Stilwell | ||
| */s/ Megan Parisi | |
| Megan Parisi | |
| Attorney-In-Fact |
| CUSIP No. 510700107 | 13G | Page 12 of 12 pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 1st day of February, 2021.
| STILWELL PARTNERS, L.P. | |||
| By: | STILWELL VALUE LLC | ||
| General Partner | |||
| /s/ Megan Parisi | |||
| By: | Megan Parisi | ||
| Member | |||
| STILWELL ACTIVIST FUND, L.P. | |||
| By: | STILWELL VALUE LLC | ||
| General Partner | |||
| /s/ Megan Parisi | |||
| By: | Megan Parisi | ||
| Member | |||
| STILWELL ACTIVIST INVESTMENTS, L.P. | |||
| By: | STILWELL VALUE LLC | ||
| General Partner | |||
| /s/ Megan Parisi | |||
| By: | Megan Parisi | ||
| Member | |||
| STILWELL VALUE LLC | ||
| /s/ Megan Parisi | ||
| By: | Megan Parisi | |
| Member | ||
| JOSEPH STILWELL | ||
| /s/ Joseph Stilwell* | ||
| Joseph Stilwell | ||
| */s/ Megan Parisi | |
| Megan Parisi | |
| Attorney-In-Fact |