| CUSIP No. 67424G101 | Page 1 of 10 Pages |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. ___)
(Rule 13d-101)
Under the Securities Exchange Act of 1934
OBA Financial Services, Inc.
Common Stock, $0.01 par value
(Title of Class of Securities)
Clover Partners, L.P.
100 Crescent Court, Suite 575
Dallas, TX 75201
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
- with copies to -
Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Chicago, Illinois 60610
(312) 832-4549
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box T.
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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 67424G101 | Page 2 of 10 Pages |
| 1 | NAME OF REPORTING PERSON MHC Mutual Conversion Fund, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) £ (b) £ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | £ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 218,410 | |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 218,410 | |
| 10 | SHARED DISPOSITIVE POWER 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,410 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | £ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 67424G101 | Page 3 of 10 Pages |
| 1 | NAME OF REPORTING PERSON Clover Partners, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) £ (b) £ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO/AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | £ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 218,410 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 218,410 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,410 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | £ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |
| 14 | TYPE OF REPORTING PERSON PN, IA | |
| CUSIP No. 67424G101 | Page 4 of 10 Pages |
| 1 | NAME OF REPORTING PERSON Clover Investments, L.L.C. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) £ (b) £ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO/AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | £ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 218,410 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 218,410 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,410 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | £ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |
| 14 | TYPE OF REPORTING PERSON CO | |
| CUSIP No. 67424G101 | Page 5 of 10 Pages |
| 1 | NAME OF REPORTING PERSON Michael C. Mewhinney | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) £ (b) £ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO/AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | £ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 218,410 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 218,410 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,410 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | £ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |
| 14 | TYPE OF REPORTING PERSON IN | |
| CUSIP No. 67424G101 | Page 6 of 10 Pages |
SCHEDULE 13D
This Schedule 13D (this “Schedule 13D”) is being filed on behalf of MHC Mutual Conversion Fund, L.P., a Texas limited partnership (the “Fund”), Clover Partners, L.P., a Texas limited partnership and the general partner of the Fund (the “GP”), Clover Investments, L.L.C., a Texas limited liability company and the general partner of the GP (“Clover”), and Michael C. Mewhinney, the principal of Clover (collectively, the “MHC Mutual Conversion Fund Group”), relating to common stock ($0.01 par value) (the “Common Stock”) of OBA Financial Services, Inc., a Maryland corporation (the “Issuer”).
This Schedule 13D relates to Common Stock of the Issuer purchased by the GP through the account of the Fund. The Fund may direct the vote and disposition of the 218,410 shares of Common Stock it holds directly. The GP serves as the investment adviser and general partner to the Fund and may direct the vote and disposition of the 218,410 shares of Common Stock held by the Fund. Clover serves as the general partner of the GP and may direct the GP to direct the vote and disposition of the 218,410 shares of Common Stock held by the Fund. As the manager of Clover, Mewhinney may direct the vote and disposition of the 218,410 shares of Common Stock held by the Fund.
| Item 1. | Security and Issuer |
| | Securities acquired: | Common Stock | |
| | | | |
| | Issuer: | OBA Financial Services, Inc. 20300 Seneca Meadows Parkway Germantown, Maryland 20876 | |
| Item 2. | Identity and Background |
(a) This Schedule 13D is jointly filed by the MHC Mutual Conversion Fund Group. Because Mr. Mewhinney is the manager of Clover, which is the general partner of the GP (with Mr. Mewhinney, the Fund and Clover hereinafter referred to as the “Controlling Persons”), the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all of the Common Stock held by the Fund.
Each of the persons identified in this Schedule 13D is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto as Exhibit 1.
The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.
(b) The principal place of business for each of the Reporting Persons is 100 Crescent Court, Suite 575, Dallas, TX 75201.
| CUSIP No. 67424G101 | Page 7 of 10 Pages |
(c) The principal occupation of Mr. Mewhinney is serving as the managing member of Clover. The principal business of Clover is acting as the general partner of the GP. The principal business of the GP is investment management. The principal business of the Fund is investing in securities.
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are 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 finding any violation with respect to such laws.
(f) The Fund, the GP and Clover are organized under the laws of the State of Texas. Mr. Mewhinney is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds |
As of the date of this Schedule 13D, the Fund had invested $3,533,625 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was the working capital of the Fund.
| Item 4. | Purpose of the Transaction |
The MHC Mutual Conversion Fund Group purchased the Common Stock for investment purposes. The MHC Mutual Conversion Fund Group’s intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock. Consistent with its investment purpose, the MHC Mutual Conversion Fund Group has engaged and will continue to engage in communications with one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer (the “Board”), and/or one or more representatives of the Issuer regarding the Issuer, including, but not limited to its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans.
The MHC Mutual Conversion Fund Group may purchase, sell or transfer Common Stock beneficially owned by it from time to time in public transactions depending on economic considerations and communications with the Issuer. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
| CUSIP No. 67424G101 | Page of 8 10 Pages |
| Item 5. | Interest in Securities of the Issuer |
(a) - (b) The MHC Mutual Conversion Fund Group beneficially owns 218,410 shares of Common Stock, which represents 5.3% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by the MHC Mutual Conversion Fund Group as of September 19, 2013, as set forth in this Schedule 13D, by (ii) the 4,142,130, shares of Common Stock outstanding as of May 7, 2013, according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 15, 2013.
The GP, in its capacity as investment manager and general partner to the Fund has power to vote the 218,410 shares of Common Stock and the power to dispose of the 218,410 shares of Common Stock held in the Fund. Clover, in its capacity as general partner of the GP and Mr. Mewhinney, as the managing member of Clover, may each be deemed to beneficially own the Common Stock held in the Fund.
(c) Other than the Fund, none of the other Reporting Persons has effected any transactions in the Common Stock during the past sixty days. The Fund effected the following transactions:
| Date | Number of Shares | Price Per Share | Total Cost |
| September 19, 2013 | 28,793 | $19.09 | $550,655 |
The filing of this Schedule 13D shall not be construed as admission that the GP, Clover, or Mr. Mewhinney is for the purposes of Section 13(d) or 13(g) of the Act the beneficial owner of any of the 218,410 shares of Common Stock owned by the Fund. Pursuant to Rule 13d-4, the GP, Clover, and Mr. Mewhinney disclaim all such beneficial ownership.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
With respect to the Fund, GP is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.
Other than the foregoing agreements and arrangements, and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
| CUSIP No. 67424G101 | Page 9 of 10 Pages |
| Item 7. | Material to be Filed as Exhibits |
| Exhibit No. | Description |
| | |
| Exhibit 1 | Joint Filing Agreement by and among the Reporting Persons |
| CUSIP No. 67424G101 | Page 10 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| | Dated: September 25, 2013 |
| | MHC Mutual Conversion Fund, L.P. By: Clover Partners, L.P. By: Clover Investments, L.L.C., general partner By: /s/ John Guerry Name: John Guerry Title: Principal |
| | Clover Partners, L.P. By: Clover Investments, L.L.C., general partner By: /s/ John Guerry Name: John Guerry Title: Principal |
| | Clover Investments, L.L.C. By: /s/ John Guerry Name: John Guerry Title: Principal |
| | /s/ Michael C. Mewhinney Michael C. Mewhinney |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, of OBA Financial Services, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 25, 2013.
| | MHC Mutual Conversion Fund, L.P. By: Clover Partners, L.P. By: Clover Investments, L.L.C., general partner By: /s/ John Guerry Name: John Guerry Title: Principal |
| | Clover Partners, L.P. By: Clover Investments, L.L.C., general partner By: /s/ John Guerry Name: John Guerry Title: Principal |
| | Clover Investments, L.L.C. By: /s/ John Guerry Name: John Guerry Title: Principal |
| | /s/ Michael C. Mewhinney Michael C. Mewhinney |
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