SEC Form SC 13G/A filed by Timberland Bancorp Inc. (Amendment)

1)

NAME OF REPORTING PERSON

 

Timberland Bank Employee Stock Ownership and 401(k) Plan (“KSOP”)

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        a)     [   ]

        b)     [X]

 

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

 462,033

 

 

 

 

7)

SOLE DISPOSITIVE POWER

-0-

 

 

 

 

 

8)

SHARED DISPOSITIVE POWER

462,033

 

 

 

 

9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        462,033

 

 

10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES        [  ]

 

11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        5.62%

 

12)

TYPE OF REPORTING PERSON

          EP

ITEM 1(a)

NAME OF ISSUER:

 

Timberland Bancorp, Inc. (the "Corporation")

 

ITEM 1(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

624 Simpson Avenue, Hoquiam, Washington 98550

 

ITEM 2(a)

NAME OF PERSON FILING:

 

Timberland Bank Employee Stock Ownership and 401(k) Plan (the "KSOP")

 

ITEM 2(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

 

The business address of the KSOP is:

 

624 Simpson Avenue, Hoquiam, Washington 98550

 

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 NUMBER:  887098 10 1

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)

[    ]

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);

 

(j)

[    ]

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:________

ITEM 4

OWNERSHIP:

 

The shares reported represent the 322,494 shares (3.92% of the 8,222,197 outstanding shares of the Issuer’s common stock as of January 31, 2023) held in the employee stock ownership ("ESOP") portion of the KSOP and 139,539 shares (1.70% of the 8,222,197 outstanding shares of the Issuer’s common stock as of January 31, 2023) in the 401(k) portion of the KSOP.  The KSOP has shared voting and dispositive powers with respect to shares held by participants.

 

Pursuant to the KSOP, participants are entitled to instruct the plan trustee as to the voting of the shares allocated to their accounts.  On each issue with respect to which shareholders are entitled to vote, the KSOP trustee is required to vote the shares which have not been allocated to participant accounts in the manner directed under the KSOP.

 

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:

 

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. 

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, other than activities solely in connection with a nomination under Section 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: February 7, 2023

TIMBERLAND BANK EMPLOYEE STOCK

STOCK OWNERSHIP AND 401(k) PLAN

 

 

 

By: 

Timberland Bank, as Plan Administrator 

 

 

 

By:

 

 

Name: 

Marci A. Basich

 

 

Title: 

Chief Financial Officer