UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Pathfinder Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
70319R109
(CUSIP Number)
December 31, 2022
(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-1(b)
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| ☐ |
Rule 13d-1(c)
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| ☐ |
Rule 13d-1(d)
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*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 5 Pages
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CUSIP NO. 70319R109
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13G
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Page 2 of 5 Pages
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1
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Names of Reporting Persons
Pathfinder Bank
Employee Stock Ownership Plan Trust
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
New York
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5
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Sole Voting Power
47,924
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6
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Shared Voting Power
339,011
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7
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Sole Dispositive Power
356,513
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8
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Shared Dispositive Power
30,422
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
386,935
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class Represented by Amount in Row 9
6.41% of 6,032,112 of Common Stock outstanding as of December 31, 2022.
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12
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Type of Reporting Person (See Instructions)
EP
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CUSIP NO. 70319R109
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13G
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Page 3 of 5 Pages
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Item 1
| (a) |
Name of Issuer
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Pathfinder Bancorp, Inc.
| (b) |
Address of Issuer’s Principal Executive Offices
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214 West First Street
Oswego, New York 13126
Item 2
| (a) |
Name of Person Filing
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Pathfinder Bank
Employee Stock Ownership Plan Trust
Trustee: Pentegra Trust Company
| (b) |
Address of Principal Business Office
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c/o Pentegra Services, Inc.
2 Enterprise Drive, Suite 408
Shelton, CT 06484
| (c) |
Citizenship or Place of Organization
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See Page 2, Item 4.
| (d) |
Title of Class of Securities
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Common Stock, par value $0.01 per share
| (e) |
CUSIP Number
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See Page 1.
| 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:
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(f) ☒ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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CUSIP NO. 70319R109
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13G
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Page 4 of 5 Pages
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| Item 4. |
Ownership
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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.
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| (b) |
Percent of class: See Page 2, Item 11.
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| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or to direct the vote: See Page 2, Item 5.
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| (ii) |
Shared power to vote or to direct the vote: See Page 2, Item 6.
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| (iii) |
Sole power to dispose or to direct the disposition of: See Page 2, Item 7.
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| (iv) |
Shared power to dispose or to direct the disposition of: See Page 2, Item 8.
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| Item 5. |
Ownership of Five Percent or Less of a Class
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Not applicable
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
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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
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Not applicable
| Item 8. |
Identification and Classification of Members of the Group
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The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974.
| Item 9. |
Notice of Dissolution of Group
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Not applicable
| Item 10. |
Certification
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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, other than activities solely in connection with a nomination under §240.14a-11.
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CUSIP NO. 70319R109
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13G
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Page 5 of 5 Pages
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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.
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PATHFINDER BANK
EMPLOYEE STOCK OWNERSHIP
PLAN TRUST
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Date: February 10, 2023
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By: Pentegra Trust Company, as Trustee
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By: /s/ Eric Wietsma
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Name: Eric Wietsma
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Title: Senior Vice President
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