UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PRUDENTIAL BANCORP, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
74431A101
(CUSIP Number)
Warren A. Mackey
17 State Street, Suite 3330
New York, New York 10004
(212) 370-9032
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 2022
(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).
This Document contains 8 pages.
| CUSIP No. 74431A101 | SCHEDULE 13D | Page 2 of 8 Pages |
| 1 | Name of Reporting Persons
Homestead Partners LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of funds (See Instructions)
WC | |||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
358,205 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
358,205 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
358,205 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
4.6% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 74431A101 | SCHEDULE 13D | Page 3 of 8 Pages |
| 1 | Name of Reporting Persons
Arles Partners LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of funds (See Instructions)
WC | |||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or Place of Organization
New York | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
158,696 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
158,696 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
158,696 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
2.0% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 74431A101 | SCHEDULE 13D | Page 4 of 8 Pages |
| 1 | Name of Reporting Persons
Arles Advisors Inc | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of funds (See Instructions)
n/a | |||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or Place of Organization
New York | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
516,901 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
516,901 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
516,901 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
6.7% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 74431A101 | SCHEDULE 13D | Page 5 of 8 Pages |
| 1 | Name of Reporting Persons
Warren A. Mackey | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of funds (See Instructions)
PF | |||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
38,618 | ||||
| 8 | Shared Voting Power
516,901 | |||||
| 9 | Sole Dispositive Power
38,618 | |||||
| 10 | Shared Dispositive Power
516,901 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
555,519 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
7.2% | |||||
| 14 | Type of Reporting Person
IN | |||||
| CUSIP No. 74431A101 | SCHEDULE 13D | Page 6 of 8 Pages |
Item 1. Security and Issuer
This second amendment (the “Second Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2013 and amended by the first amendment filed with the SEC on February 12, 2014 (the “Schedule 13D”), relates to the common stock (“Shares”), $0.01 par value per share, of Prudential Bancorp, Inc. (the “Issuer”), a Pennsylvania corporation. The address of the principal executive offices of the Issuer is 1834 West Oregon Avenue, Philadelphia, Pennsylvania 19145. Except as specifically provided herein, this Second Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
In the aggregate, the Reporting Group owns 555,519 Shares acquired at an aggregate cost of $6,710,348, including brokerage commissions.
The Shares acquired by the Reporting Group were purchased with funds provided from working capital and, with regard to the Shares purchased by Warren A. Mackey, from his personal funds. All or part of the Shares owned by members of the Reporting Group may from time to time be pledged with J.P. Morgan Clearing Corporation or other banking institutions or brokerage firms as collateral for loans made by such entities to members of the Reporting Group. Such loans, if any, generally bear interest at a rate based on the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banking institutions or brokerage firms.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented by adding the following paragraph:
The Reporting Group is filing this Second Amendment to report the sale of 175,000 Shares on March 8, 2022.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 7,769,387 Shares stated to be outstanding by the Issuer as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended December 31, 2021.
As of the close of business on March 9, 2022, the Reporting Group owned, in the aggregate, 555,519 Shares, representing approximately 7.2% of the Issuer’s Shares outstanding. As the general partner of Homestead Partners and Arles Partners, Arles Advisors may be deemed to beneficially own the 516,901 Shares owned by Homestead Partners and Arles Partners representing approximately 6.7% of the Issuer’s Shares outstanding. As the sole shareholder, director and executive officer of Arles Advisors, Warren A. Mackey may be deemed to beneficially own the Shares owned by Homestead Partners and Arles Partners. Mr. Mackey individually and as the person with the sole investment discretion and voting authority for himself may be deemed to beneficially own 38,618 Shares representing approximately 0.5% of the Issuer’s outstanding Shares.
(b) By virtue of his positions with Homestead Partners, Arles Partners and Arles Advisors, as well as the sole investment discretion and voting authority for himself, Mr. Mackey has the sole authority to vote and dispose the Shares reported in this Schedule 13D.
(c) Exhibit B annexed hereto lists all transactions in the Shares during the past 60 days by the Reporting Group. All Shares reported herein were sold in the open market.
Item 7. Material to be Filed as Exhibits
A. Joint Filing Agreement by and among the Reporting Group (previously filed with the Schedule 13D)
B. Schedule of Transactions in the Shares
| CUSIP No. 74431A101 | SCHEDULE 13D | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: March 10, 2022
| HOMESTEAD PARTNERS LP | ||
| By: ARLES ADVISORS INC, General Partner | ||
| By: | /s/ Warren A. Mackey | |
| Warren A. Mackey, President | ||
| ARLES PARTNERS LP | ||
| By: ARLES ADVISORS INC, General Partner | ||
| By: | /s/ Warren A. Mackey | |
| Warren A. Mackey, President | ||
| ARLES ADVISORS INC | ||
| By: | /s/ Warren A. Mackey | |
| Warren A. Mackey, President | ||
| WARREN A. MACKEY | ||
/s/ Warren A. Mackey | ||
| Warren A. Mackey | ||
| CUSIP No. 74431A101 | SCHEDULE 13D | Page 8 of 8 Pages |
EXHIBIT B
Schedule of Transactions in the Shares
Within the Past 60 Days
Date | Shares | Price* | Amount* | |||
| Homestead Partners LP | ||||||
| 3/08/2022 | 150,000 | $16.35 | $2,452,477 | |||
| 3/08/2022 | 25,000 | 16.42 | 410,585 | |||
|
| |||||
Total | 175,000 | $2,863,063 | ||||
|
| |||||
| * | Includes brokerage commissions. |
