SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. Ten)
Sound Financial Bancorp, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
83607A 100
(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:
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).
Page 1 of 5
CUSIP NO. 83607A 100
| 1 | NAMES OF REPORTING PERSONS | ||||
| Sound Financial Bancorp, Inc. Employee Stock Ownership Plan | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Not applicable | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| -0- | |||||
| 6 | SHARED VOTING POWER | ||||
| 155,135 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| -0- | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 155,135 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 155,135 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| EP | |||||
Page 2 of 5
CUSIP NO. 83607A 100
| ITEM 1(a) |
NAME OF ISSUER: Sound Financial Bancorp, Inc.
|
| ITEM 1(b) |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2400 3rd Avenue, Ste 150 Seattle, Washington 98121
|
| ITEM 2(a) |
NAME OF PERSON FILING: Sound Financial Bancorp, Inc. Employee Stock Ownership Plan (the "Plan")
|
| ITEM 2(b) |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of the Plan is: c/o Sound Financial Bancorp, Inc. 2400 3rd Avenue, Ste 150 Seattle, Washington 98121
|
| ITEM 2(c) |
CITIZENSHIP: Not applicable.
|
| ITEM 2(d) |
TITLE OF CLASS OF SECURITIES Common stock, par value $.01 per share (the "Common Stock").
|
| ITEM 2(e) | CUSIP NO.: 83607A100 |
| ITEM 3 |
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 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); | |
| (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) | ¨ | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); | |
| (f) | x | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association 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) | ¨ | A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); and | |
| (k) | ¨ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________________________ | |||
Page 3 of 5
| ITEM 4 |
OWNERSHIP:
The Plan holds an aggregate of 155,135 shares of Common Stock (6.0% of the outstanding shares), with respect to which the trustee of the Plan (the "Trustee") has shared voting and dispositive powers.
The Trustee may be deemed to beneficially own the 155,135 shares held by the Plan. However, the Trustee expressly disclaims beneficial ownership of all such shares. Other than the shares held by the Plan, the Trustee does not beneficially own any shares of Common Stock.
Pursuant to the Plan, participants are entitled to instruct the Trustee as to the voting of the shares allocated to their Plan accounts. All shares currently held by the Plan have been allocated to participant accounts.
|
| ITEM 5 |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
|
| 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. |
Page 4 of 5
| ITEM 10 |
CERTIFICATIONS
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.
|
| 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: February 10, 2023 | SOUND FINANCIAL BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN | ||
| By: | Sound Financial Bancorp, Inc., as Trustee | ||
| By: | /s/ Laura Lee Stewart | ||
| Name: | Laura Lee Stewart | ||
| Title: | President and Chief Executive Officer | ||
Page 5 of 5