UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2021
WILLIAM PENN BANCORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-40255 | 85-3898797 |
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation or organization) | File Number) | Identification No.) |
10 Canal Street, Suite 104, Bristol, Pennsylvania 19007
(Address of principal executive offices) (Zip Code)
(267) 540-8500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | WMPN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On March 30, 2021, the William Penn Bank Employee Stock Ownership Plan (the “ESOP”) completed its purchase of shares of common stock of William Penn Bancorporation (the “Company”) in the open market following the consummation of the Company’s subscription offering. The ESOP purchased 881,130 shares of Company common stock for an aggregate purchase price of $10,112,013 (including broker commissions), which did not exceed the amount that would have been paid if the full amount of ESOP shares had been purchased in the offering at $10.00 per share as disclosed in the offering prospectus. As previously disclosed, the ESOP was unable to purchase any shares of Company common stock in the subscription offering as a result of the offering’s oversubscription.
SIGNATURE
Pursuant to the requirements 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.
| | | WILLIAM PENN BANCORPORATION |
| | | | | |
| | | | | |
| Date: April 2, 2021 | By: | /s/ Kenneth J. Stephon | |
| | | Kenneth J. Stephon |
| | | President and Chief Executive Officer |
