Statement of Ownership (sc 13g)
02 July 2021 - 4:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
ESSA Bancorp, Inc. (ESSA)
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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29667D104
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(CUSIP Number)
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6/24/2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☑
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP
No .
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29667D104
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Page
2 of 8
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
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FJ Capital Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
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(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
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Delaware
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NUMBER
OF
SHARES
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5
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SOLE
VOTING POWER
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BENEFICIALLY
OWNED BY
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6
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SHARED
VOTING POWER
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567,186
(1)
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EACH
REPORTING
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7
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SOLE
DISPOSITIVE POWER
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PERSON
WITH:
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8
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SHARED
DISPOSITIVE POWER
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567,186
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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567,186
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
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5.32%
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12
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TYPE OF REPORTING PERSON
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IA
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(1)
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Consists of
540,184 shares of common stock of the Issuer held by Financial Opportunity Fund LLC of which
FJ Capital Management LLC is the managing member and 27,002 shares of common stock of the
Issuer held by managed accounts that FJ Capital Management manages; as such, the Reporting
Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting
Person disclaims beneficial ownership.
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CUSIP
No .
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29667D104
|
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Page
3 of 8
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
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Financial Opportunity Fund LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
(a)
☑
(b)
☐
|
3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
|
540,184
(1)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
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SHARED
DISPOSITIVE POWER
|
540,184
(1)
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
540,184
(1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
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5.06%
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12
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TYPE OF REPORTING PERSON
|
OO
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(1)
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Consists
of 540,184 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.
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CUSIP
No .
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29667D104
|
|
Page
4 of 8
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
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Martin Friedman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
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(a)
☑
(b)
☐
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3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
|
567,186
(1)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
567,186
(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
567,186
(1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
|
5.32%
|
12
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TYPE OF REPORTING PERSON
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IN
|
|
|
|
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(1)
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Consists of
540,184 shares of common stock of the Issuer held by Financial Opportunity Fund LLC of which
FJ Capital Management LLC is the managing member and 27,002 shares of common stock of the
Issuer held by managed accounts that FJ Capital Management manages. Martin Friedman is the
Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a
beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.
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CUSIP
No .
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29667D104
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Page
5 of 8
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Item
1(a).
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Name
of Issuer:
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ESSA
Bancorp, Inc.
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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200
Palmer Street
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Stroudsburg,
PA
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Item
2(a).
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Name
of Person Filing:
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This Schedule 13G is being filed on
behalf of the following Reporting Persons:
Financial Opportunity Fund LLC
FJ Capital Management LLC
Martin Friedman
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
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FJ Capital Management, LLC
1313 Dolley Madison Blvd, Ste 306
McLean, VA 22101
Financial Opportunity Fund LLC
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
Martin Friedman
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
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Item
2(c).
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Citizenship:
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Financial Opportunity Fund LLC and
FJ Capital Management LLC – Delaware limited liability companies
Martin Friedman – United States
citizen
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock
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Item
2(e).
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CUSIP
Number:
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29667D104
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Item
3.
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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:
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(a)
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☐
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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CUSIP
No .
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29667D104
|
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Page
6 of 8
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(b)
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☐
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
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(h)
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☐
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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FJ Capital Management LLC –
567,186 shares
Financial Opportunity Fund LLC –
540,184 shares
Martin Friedman – 567,186 shares
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(b)
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Percent
of class:
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FJ Capital Management LLC – 5.32%
Financial Opportunity Fund LLC – 5.06%
Martin Friedman – 5.32%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote
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All
Reporting Persons - 0
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CUSIP
No .
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29667D104
|
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Page
7 of 8
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(ii)
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Shared
power to vote or to direct the vote
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FJ Capital Management LLC –
567,186 shares
Financial Opportunity Fund LLC –
540,184 shares
Martin Friedman – 567,186 shares
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(iii)
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Sole
power to dispose or to direct the disposition of
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All
Reporting Persons - 0
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(iv)
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Shared
power to dispose or to direct the disposition of
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FJ Capital Management LLC –
567,186 shares
Financial Opportunity Fund LLC –
540,184 shares
Martin Friedman – 567,186 shares
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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 ☐
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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N/A.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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N/A
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Item
8.
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Identification
and Classification of Members of the Group.
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Due
to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another
for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
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Item
9.
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Notice
of Dissolution of Group.
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N/A
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my 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 such purpose or effect.
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CUSIP
No .
|
29667D104
|
|
Page
8 of 8
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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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Date: 6/24/2021
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Financial Opportunity
Fund LLC
By: FJ Capital Management LLC, its Managing
Member
By: /s/ Martin Friedman
Name:
Martin Friedman
Title:
Managing Member
FJ Capital Management
LLC
By: /s/ Martin Friedman
Name:
Martin Friedman
Title:
Managing Member
/s/ Martin Friedman
MARTIN FRIEDMAN
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