Statement of Ownership (sc 13g)
11 Février 2019 - 9:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Melrose Bancorp,
Inc.
(Name of issuer)
Common Stock,
par value $0.01 per share
(Title of class of securities)
585553100
(CUSIP number)
December 31,
2018
(Date of event which requires filing of
this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
þ
Rule
13d-1(b)
¨
Rule
13d-1(c)
¨
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.
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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).
SCHEDULE 13G
1.
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Name of Reporting Person
Maltese Capital Management LLC
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2.
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Check the Appropriate Box if a Member of a Group*
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(a) [_]
(b) [_]
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3.
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SEC Use Only
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4.
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Citizen 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
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6.
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Shared Voting Power
129,132
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7.
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Sole Dispositive Power
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8.
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Shared Dispositive Power
129,132
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
129,132
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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11.
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Percent of Class Represented by Amount in Row (9)
5.00%
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12.
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Type of Reporting Person*
IA, OO
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SCHEDULE 13G
1.
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Name of Reporting Person
Terry Maltese
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2.
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Check the Appropriate Box if a Member of a Group*
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(a) [_]
(b) [_]
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3.
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SEC Use Only
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4.
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Citizen or Place of Organization
USA
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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
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6.
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Shared Voting Power
129,132
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7.
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Sole Dispositive Power
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8.
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Shared Dispositive Power
129,132
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
129,132
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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11.
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Percent of Class Represented by Amount in Row (9)
5.00%
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12.
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Type of Reporting Person*
IN, HC
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SCHEDULE 13G
Item 1(a).
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Name of Issuer:
Melrose Bancorp, Inc.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
633 Main Street, Melrose, MA 02176
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Item 2(a).
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Name of Person Filing:
This statement is being filed by (i) Maltese Capital Management
LLC, a New York limited liability company (“MCM”) and (ii) Terry Maltese, Managing Member of MCM, with
respect to shares of Common Stock, par value $0.01 per share (“Common Stock”) that each of the foregoing may be deemed
to have a beneficial ownership. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting
Persons”.
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Item 2(b).
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Address of Principal Business Office:
The address of the principal offices of MCM and the business address
of Mr. Maltese is Maltese Capital Management LLC, 150 East 52nd Street, 30th Floor, New York, New York 10022.
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Item 2(c).
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Citizenship:
MCM is a New York limited liability company.
Mr. Maltese is a U.S. Citizen.
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Item 2(d).
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Title of Class of Securities:
Common Stock, par value $0.01 per share
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Item 2(e).
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CUSIP Number:
585553100
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[X]
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An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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SCHEDULE 13G
Item 4.
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Ownership:
(a) and (b)
Based upon an aggregate of 2,582,424 shares of
Common Stock outstanding, as determined by the Issuer’s most recently available 10Q filing, as of the close of business on
November 9, 2018:
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(i)
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MCM owned directly no shares of Common Stock. By reason of its position as investment advisor, MCM may be deemed to beneficially own 129,132 shares of Common Stock, which are held of record by clients of MCM, constituting approximately 5.00% of the shares outstanding.
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(ii)
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Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of MCM, Mr. Maltese may be deemed to beneficially own 129,132 shares of Common Stock, constituting approximately 5.00% of the shares outstanding.
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(c) Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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No Reporting Person has sole power to vote or to direct the vote over the shares held by such Reporting Person.
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(ii) Shared power to vote or to direct the vote:
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MCM: 129,132 MR. MALTESE: 129,132
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(iii) Sole power to dispose or to direct the disposition of:
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No Reporting Person has sole power to dispose or to direct the disposition over the shares held by such Reporting Person.
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(iv) Shared power to dispose or to direct the disposition of:
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MCM: 129,132 MR. MALTESE: 129,132
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Each of the Reporting Persons hereby disclaims any beneficial ownership of any Shares in excess of their actual beneficial ownership thereof.
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Item 5.
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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: [ ]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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SCHEDULE 13G
Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group:
Not applicable.
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Item 9.
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Notice of Dissolution of
Group:
Not applicable.
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Item 10.
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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 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.
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Exhibits: [Exhibit I: Joint Acquisition Statement, dated as of February 7, 2019.]
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SIGNATURES
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.
Dated: February 7, 2019
Maltese Capital Management LLC
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Terry Maltese
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By:
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/s/ Terry Maltese
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By:
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/s/ Terry Maltese
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Terry Maltese
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Terry Maltese
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Managing Member
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EXHIBIT 1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE
13d-1(k)
The undersigned acknowledge and agree
that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to
this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 7, 2019
Maltese Capital Management LLC
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Terry Maltese
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By:
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/s/ Terry Maltese
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By:
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/s/ Terry Maltese
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Terry Maltese
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Terry Maltese
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Managing Member
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