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CUSIP NO. 055367 10 6
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13G/A
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS:
Ernest A. Moretti
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /__/
(b) /__/
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
12,296
(1)
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6
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SHARED VOTING POWER
3,777 (2)
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7
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SOLE DISPOSITIVE POWER
10,762
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,073
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /__/
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% (3)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Includes 4,886 shares subject to options which are exercisable within 60 days and 1,534 shares of unvested restricted stock over which Mr. Moretti has sole voting power but no dispositive power.
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(2)
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The amount consists of 3,777 shares held in Mr. Moretti’s Deferred Compensation Plan account over which he has a direct pecuniary interest as a participant in such plan.
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(3)
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Assumes options to acquire 4,886 shares have been exercised. Based on 3,184,403 shares of common stock outstanding as of December 31, 2012.
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CUSIP NO. 055367 10 6
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13G/A
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS:
William J. Kappauf, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /__/
(b) /__/
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
8,507
(1)
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6
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SHARED VOTING POWER
75,996 (2)
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7
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SOLE DISPOSITIVE POWER
6,973
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8
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SHARED DISPOSITIVE POWER
75,996
(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,503 (3)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /__/
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7% (4)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Includes 3,834 shares subject to options which are exercisable within 60 days and 1,534 shares of unvested restricted stock over which Mr. Kappauf has sole voting power but no dispositive power.
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(2)
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Includes 58,564 shares held by the BCSB Bancorp, Inc. Deferred Compensation Plan Trust (the “DCP Trust”) and 17,432 shares held by the Baltimore Savings Bank Foundation, Inc. (the “Foundation”), of which the reporting person serves as a trustee. Mr. Kappauf may be deemed to have beneficial ownership of the DCP Trust shares and the Foundation shares. Mr. Kappauf disclaims beneficial ownership of all shares held by the Foundation. With respect to the DCP Trust, Mr. Kappauf disclaims beneficial ownership of all shares held by the DCP Trust, except for the 4,385 shares over which he has a direct pecuniary interest as a participant in the Deferred Compensation Plan.
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(3)
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Assumes options to acquire 3,834 shares have been exercised. Based on 3,184,403 shares of common stock outstanding as of December 31, 2012.
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CUSIP NO. 055367 10 6
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13G/A
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS:
Michael J. Klein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /__/
(b) /__/
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
34,085 (1)
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6
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SHARED VOTING POWER
20,381 (2)
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7
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SOLE DISPOSITIVE POWER
32,551
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,466
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /__/
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7% (3)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Includes 3,834 shares subject to options which are exercisable within 60 days and 1,534 shares of unvested restricted stock over which Mr. Klein has sole voting power but no dispositive power.
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(2)
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Includes 17,432 shares held by the Foundation, of which the reporting person serves as a trustee, and as to which shares Mr. Klein may be deemed to have beneficial ownership. Mr. Klein disclaims beneficial ownership of all shares held by the Foundation. The amount also includes 2,949 shares held in Mr. Klein’s Deferred Compensation Plan account over which he has a direct pecuniary interest as a participant in such plan.
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(3)
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Assumes options to acquire 3,834 shares have been exercised. Based on 3,184,403 shares of common stock outstanding as of December 31, 2012.
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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G/A
Item 1(a). Name of Issuer:
BCSB Bancorp, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices
:
4111 East Joppa Road, Suite 300
Baltimore, Maryland 21236
Item 2(a). Name of Person(s) Filing:
The reporting persons are: Ernest A. Moretti, William J. Kappauf, Jr. and Michael J. Klein.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office of Messrs. Kappauf, Klein and Morretti is:
4111 East Joppa Road, Suite 300
Baltimore, Maryland 21236
Item 2(c)
.
Citizenship:
See Row 4 of the second part of the cover page provided for each reporting person.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share.
Item 2(e). CUSIP Number:
055367 10 6
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Items (a), (b), (c), (d), (e), (f), (g), (h), (i), (j) and (k) hereof are not applicable. This amended Schedule 13G is being filed by of each of the reporting persons, filing pursuant to §13d-1(c) and applicable SEC no-action letters. Exhibit A discloses the relationship between all persons who are parties to this filing.
Item 4.
Ownership.
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(a)
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Amount Beneficially Owned
:
See Row 9 of the second part of the cover page provided for each reporting person.
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(b)
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Percent of Class
:
See Row 11 of the second part of the cover page provided for each reporting person.
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(c)
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Number of Shares as to Which Such Person Has
:
See Rows 5, 6, 7, and 8 of the second part of the cover page provided for each reporting person.
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Item 5.
Ownership of Five Percent or Less of A Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
William J. Kappauf, Jr.:
/ X /
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
Not applicable.
Item 9.
Notice of Dissolution of Group.
Not applicable.
By signing below, each signatory in the capacity of a Trustee certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
By signing below, each signatory in his individual capacity certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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/s/ Ernest A. Moretti
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February 14, 2013
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Ernest A. Moretti, as an Individual Stockholder
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/s/ William J. Kappauf, Jr.
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February 14, 2013
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William J. Kappauf, Jr., as an Individual Stockholder
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/s/ Michael J. Klein
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February 14, 2013
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Michael J. Klein, as an Individual Stockholder
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Exhibit A
The assets of the DCP Trust and the Foundation are held in trust by the respective trustees, who have a fiduciary duty to act in the best interests of each entity’s respective beneficiaries. In their respective capacities as trustees of the DCP Trust and the Foundation, the trustees generally hold all shares of the Issuer’s common stock for the benefit of the beneficiaries of the respective Trusts.
Exhibit 99
AGREEMENT RELATING TO FILING OF
JOINT STATEMENT PURSUANT TO
RULE 13d-1(k) UNDER THE
SECURITIES ACT OF 1934, AS AMENDED
The undersigned agree that Amendment No. 14 to the Statement on Schedule 13G/A to which this Agreement is attached is filed on behalf of each of them.
Date: February 14, 2013
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/s/ Ernest A. Moretti
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February 14, 2013
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Ernest A. Moretti, as an Individual Stockholder
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/s/ William J. Kappauf, Jr.
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February 14, 2013
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William J. Kappauf, Jr., as an Individual Stockholder
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/s/ Michael J. Klein
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February 14, 2013
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Michael J. Klein, as an Individual Stockholder
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