SEC Form SCHEDULE 13D filed by Winchester Bancorp Inc.
$WSBK
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Winchester Bancorp, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
97269D103 (CUSIP Number) |
John A. Carroll, President Winchester Bancorp, MHC, 661 Main Street Winchester, MA, 01890 (781) 729-2130 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 97269D103 |
| 1 |
Name of reporting person
Winchester Bancorp, MHC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MASSACHUSETTS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,112,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
55 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
Winchester Bancorp, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
661 Main Street, Winchester,
MASSACHUSETTS
, 01890. |
| Item 2. | Identity and Background |
| (a) | This Schedule is filed on behalf of Winchester Bancorp, MHC (the "Reporting Person"), the Massachusetts-chartered mutual holding company of the Issuer. The Reporting Person's principal business is the ownership of a majority of the Issuer's outstanding shares of the Issuer's Common Stock. The business address of the Reporting Person is 661 Main Street, Winchester, Massachusetts 01890.
Pursuant to General Instruction C of Schedule 13D, the following information is provided for each executive officer and director of the Reporting Person (the "Insiders"):
Name Position(s) with Reporting Person Occupation
John A. Carroll President, Chief Executive Officer and Director Banker
Elda Heller Executive Vice President and Chief Financial Officer Banker
Paul Cheremka Senior Vice President Banker
Stephen H. Boodakian Director President of Consulting Firm and Partner of Rug Sales
and Servicing Company
Deborah A. Carson Chairperson of the Board CPA, Finance Manager
Carole A. Pierce Connolly Director Co-owner of Insurance Company
Paula M. Cotter Director and Secretary Retired Bank Executive
Geoffrey A. Curtis Director Attorney
Neal J. Harte Director Marketing Executive
David P. Hood Director Certified public accountant
William P. Hood Director President, Specialty Coatings Company
Alan G. Macdonald Director Retired Health System CEO
Edward Merritt Director Retired Bank Executive
Sara Perkins Salehpour Director Dentist
John I. Snow, III Director Private Equity Investor and Managing Director
of Private Equity Investments Capital Company
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| (b) | See Item 2(a). |
| (c) | See Item 2(a). |
| (d) | During the past five years, neither the Reporting Person nor any of the Insiders has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, neither the Reporting Person nor any of the Insiders has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. |
| (f) | All Insiders are U.S. citizens. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On April 30, 2025, the Issuer issued 5,112,457 shares of its Common Stock to the Reporting Person in connection with the reorganization of Winchester Savings Bank, Winchester, Massachusetts, into the mutual holding company form of organization. The reorganization was effective April 30, 2025. No cash consideration was paid by the Reporting Person. | |
| Item 4. | Purpose of Transaction |
While the Reporting Person intends to exercise its rights as majority stockholder of the Issuer, neither the Reporting Person nor any of the Insiders currently has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
In the future, the Reporting Person and/or the Insiders may determine to purchase additional shares of the Issuer's Common Stock (or other securities of the Issuer) and/or the Reporting Person and/or the Insiders may determine to sell shares of the Issuer's Common Stock. Any such determination will depend on a number of factors, including market prices, the Issuer's prospects and alternative investments. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of April 30, 2025, the Reporting Person directly and beneficially owned 5,112,457 shares of the Issuer's Common Stock, which represented 55.0% of the issued and outstanding shares of Issuer's Common Stock on that date. |
| (b) | The Reporting Person has the sole power to vote and the sole power to dispose of the shares of the Issuer's Common Stock that it owns. |
| (c) | Other than the issuance of the shares of the Issuer's Common Stock to the Reporting Person on April 30, 2025, the Reporting Person has not affected any transaction in the Issuer's Common Stock within the past 60 days. |
| (d) | No person or entity other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer's Common Stock reported in this Schedule. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
As of the date of this Schedule, neither the Reporting Person nor any of the Insiders is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Issuer's Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Issuer's Common Stock. |
| 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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