Item 1. | Security and Issuer |
| This statement relates to the common stock, par value $0.0001 per share (the “Common Stock”), of WSB Holdings, Inc., a Delaware Corporation, (the “Company”). The principal executive offices of the Company are located at 4201 Mitchellville Road, Bowie, Maryland 20716. |
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Item 2. | Identity and Background |
| (a)-(c) This statement is being filed by Michael J. Sullivan, an individual. The principal office address of Mr. Sullivan is c/o Cherrywood Development, LLC, 3680 Leonardtown Rd, Suite 101, Waldorf, Maryland 20601, where he serves as a principal of the residential development company. (d) None (e) None (f) Mr. Sullivan is a US citizen. |
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Item 3. | Source and Amount of Funds or Other Consideration |
| The total amount of funds required to acquire the Common Stock described in Item 5(c) was approximately $200,000. All funds with respect of such transactions were personal funds. |
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Item 4. | Purpose of Transaction |
| Mr. Sullivan acquired the 391,154 shares over which he has sole voting and investment power either through stock option exercises, which at the time the exercise price was lower than the market price, or in open market or private transactions because, in his opinion, such shares were undervalued by the market at the time they were acquired. The shares held indirectly were purchased purely for investment by Mr. Sullivan’s wife both on her own behalf and as a gift for their children. Consistent with his investment purposes, Mr. Sullivan may further purchase, hold, vote, trade, dispose of or otherwise deal in the Common Stock at times, and in such manner, as he deems advisable, in compliance with applicable law including insider trading prohibitions. Any acquisition or disposition of the Common Stock, or short sales or other hedging transaction with respect to the Common Stock, by Mr. Sullivan may be effected through open market or privately negotiated transactions, the exercise of stock options or otherwise. Except as set forth herein, Mr. Sullivan does not have any plan or proposal that would relate to, or result in, any of the matters set forth under subsections (a) through (j) of Item 4 of Schedule 13D. |
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Item 5. | Interest in Securities of the Issuer |
| (a) Mr. Sullivan is the direct beneficial owner of 391,154 shares of common stock, which includes 19,500 stock options and the indirect owner of 9,000 shares of common stock. Based upon the 7,896,232 shares of common stock outstanding as of August 2, 2010, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, the number of beneficially owned by Mr. Sullivan represent approximately 5.1% of the Common Stock. (b) Mr. Sullivan has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of 391,154 shares of Common Stock beneficially owned by him. He also has shared voting power over 3,000 shares owned by his wife, Laura Blair Sullivan, 3,000 shares owned by his wife in C/F their child Shannon K. Sullivan and 3,000 shares owned by their child Lauren Blair Sullivan. Mrs. Sullivan is not currently employed and both children are students. Mrs. Sullivan and the children currently reside at 13500 Mt Victoria Place, Mt Victoria, Maryland 20661, all are U.S. citizens, and none of the information in Items 2(d) or (e) of Schedule 13D are applicable to such persons. (c) During the last 60 days Mr. Sullivan purchased 100,000 shares of Common Stock in a private transaction on August 31, 2010 at $2.00 per share. (d) Except as stated elsewhere in this Item 5, no other 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 Common Stock owned by Mr. Sullivan. (e) None |
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Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| Mr. Sullivan serves as the Chair of the Audit committee of the board of directors of the Company and has served as a director of the Company since its inception. Other than set forth above, Mr. Sullivan does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Company, including, but not limited to, transfer or voting of any such securities, finder fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies. |
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Item 7. | Material to be Filed as Exhibits |
| None |