UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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| þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Fiscal Year Ended December 31, 2014
OR
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| o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 001-36551
Blue Hills Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | 46-5429062 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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320 Norwood Park South, Norwood, Massachusetts | 02062 Zip Code |
| (Address of Principal Executive Offices) | |
(617) 361-6900
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value | The NASDAQ Stock Market, LLC |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large Accelerated Filer | o | Accelerated Filer | o | Non-Accelerated Filer | þ | Smaller Reporting Company | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant as of its last completed second fiscal quarter was $0.
As of March 13, 2015, there were 28,466,813 outstanding shares of the Registrant’s common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
Explanatory Note
Blue Hills Bancorp, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on March 26, 2015 (the “Original Filing”), for the sole purpose of inserting the conformed signatures of the Company and those duly authorized persons who signed on behalf of the Company, as well as the conforming signatures to the certifications pursuant to both Section 302 and 906 of the Sarbanes-Oxley Act of 2002 that are Exhibits 31.1, 31.2 and 32 to the Form 10-K (the “Certifications”). Such conformed signatures were inadvertently omitted from the electronic versions of the respective signature pages to the Original Filing, although the Company had manually signed copies of the signature pages of the Original Filing in its possession when the Original Filing was made. Additionally, the Certifications included in the Original Filing have been updated to reflect the filing date of this Amendment.
Except for the aforementioned amended information, this Amendment does not amend or update any information contained in the Original Filing, and we have not updated the disclosures contained therein to reflect events that occurred at any subsequent date.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | BLUE HILLS BANCORP, INC. (Registrant) |
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| Date: July 9, 2015 | | By: | /s/ William M. Parent |
| | | | William M. Parent President and Chief Executive Officer (Duly Authorized Representative) |
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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| Signatures | | Title | | Date |
| /s/ William M. Parent | | | | |
| William M. Parent | | President, Chief Executive Officer and Director (Principal Executive Officer) | | March 26, 2015 |
| /s/ James E. Kivlehan | | | | |
| James E. Kivlehan | | Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) | | March 26, 2015 |
| /s/ David J. Houston, Jr. | | | | |
| David J. Houston, Jr. | | Chairman of the Board | | March 26, 2015 |
| /s/ George E. Clancy | | | | |
| George E. Clancy | | Director | | March 26, 2015 |
| /s/ Brian G. Leary | | | | |
| Brian G. Leary | | Director | | March 26, 2015 |
| /s/ Peter J. Manning | | | | |
| Peter J. Manning | | Director | | March 26, 2015 |
| /s/ Ronald K. Perry | | | | |
| Ronald K. Perry | | Director | | March 26, 2015 |
| /s/ David Powers | | | | |
| David Powers | | Director | | March 26, 2015 |
| /s/ Janice L. Shields | | | | |
| Janice L. Shields | | Director | | March 26, 2015 |
| /s/ Scott Smith | | | | |
| Scott Smith | | Director | | March 26, 2015 |
