| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
HarborOne Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
41165Y100
(CUSIP Number)
December 31, 2023
(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 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).
| CUSIP No. 41165Y100 | |||||
| 1. | Names of Reporting Persons HarborOne Bank Employee Stock Ownership Plan Trust | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Massachusetts | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
3,141,117 | |||
| 6. | Shared Voting Power
1,336,207 | ||||
| 7. | Sole Dispositive Power
4,477,324 | ||||
| 8. | Shared Dispositive
Power 0 | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,477,324 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.78% of 45,766,944 shares outstanding as of November 2, 2023 | ||||
| 12. | Type of Reporting
Person (See Instructions) EP | ||||
| Item 1. |
| (a) | Name
of Issuer HarborOne Bancorp, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices Brockton, MA 02301 | ||
| Item 2. | |||
| (a) | Name
of Person Filing HarborOne Bank Employee Stock Ownership Plan Trust | ||
| (b) | Address of Principal Business Office or, if none, Residence 770 Oak Street Brockton, MA 02301 | ||
| (c) | Citizenship Massachusetts | ||
| (d) | Title
of Class of Securities Common Stock, par value $0.01 per share | ||
| (e) | CUSIP
Number 41165Y100 | ||
| 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: | ||
| (f) | x | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| 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:
See Page 2, Item 9.
| ||
| (b) |
Percent of class:
See Page 2, Item 11
| ||
| (c) |
Number of shares as to which the person has:
| ||
| (i) |
Sole power to vote or to direct the vote:
See Page 2, Item 5
| ||
| (ii) |
Shared power to vote or to direct the vote:
See Page 2, Item 6
| ||
| (iii) |
Sole power to dispose or to direct the disposition of:
See Page 2, Item 7
| ||
| (iv) |
Shared power to dispose or to direct the disposition of:
See Page 2, Item 8
| ||
| 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 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.
| Date: January 30, 2024 | HARBORONE BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST | |
| By: TI-Trust, Inc., as Trustee | ||
| By: | /s/ Craig Baker | |
| Name: | Craig Baker | |
| Title: | Trust Officer | |
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||