UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 12)
FIRST
KEYSTONE FINANCIAL, INC.
(Name of
Issuer)
Common
Stock, Par Value $.01 Per Share
(Title of
Class of Securities)
320655 10
3
(CUSIP
Number)
December
31, 2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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[X] Rule
13d1(b)
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[
] Rule
13d1(c)
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[ ] Rule
13d1(d)
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Item
1(a).
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Name
of Issuer:
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First
Keystone Financial, Inc.
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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22 West
State Street
Media,
Pennsylvania 19063
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Item
2(a).
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Name
of Person Filing:
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First
Keystone Financial, Inc. Employee Stock Ownership Plan Trust,
William
J. O’Donnell and Jerry A. Naessens, Trustees
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
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First
Keystone Financial, Inc.
22 West
State Street
Media,
Pennsylvania 19063
Pennsylvania
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $.01 per share
320655 10
3
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is:
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(f)
[X]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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CUSIP NO. 320655 10
3
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13G/A
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Page 4 of 7 Pages
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(a)
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Amount
beneficially owned:
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299,114
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(b)
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Percent
of class: 12.3% (based upon 2,432,998 shares issued and outstanding as of
December 31, 2009)
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(c)
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Number
of shares as to which the person
has:
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(i)
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Sole power to vote or to direct the
vote
0____________________________________
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(ii)
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Shared power to vote or to direct the
vote
99,296__________________________________
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(iii)
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Sole power to dispose or to direct the disposition
of
0_____________________________
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(iv)
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Shared power to dispose or to direct the
disposition of
299,114__________________________
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CUSIP NO. 320655 10
3
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13G/A
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Page 5 of 7 Pages
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The
reporting person is an employee stock ownership plan under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") with individual
accounts for the accrued benefits of participating employees and their
beneficiaries. The reporting person’s assets are held in trust by
trustees ("Plan Trustees"). The number of shares listed as
beneficially owned represents the entire number of shares of Common Stock held
by the Employee Stock Ownership Plan Trust, as of December 31,
2009. As of December 31, 2009, 199,818 shares of Common Stock were
allocated to individual accounts established for participating employees and
their beneficiaries, and 99,296 shares were held, unallocated, for allocation in
future years. In general, participating employees and their
beneficiaries have the power and authority to direct the voting of shares of
Common Stock allocated to their individual accounts. Such allocated
shares are therefore not included as shares over which the reporting person has
sole or shared voting power. The reporting person, through the Plan
Trustees, has shared voting power over unallocated Common Stock. Any
unallocated Common Stock is generally required to be voted by the Plan Trustees
in the same proportion as Common Stock which has been allocated to Participants
is directed to be voted. In the event that a participant does not direct
his or her vote, those shares would not be voted. The reporting person,
through the Plan Trustees, shares dispositive power over all unallocated Common
Stock held by the reporting person. The reporting person, acting
through the Plan Trustees, shares dispositive power over allocated Common Stock
with participating employees and their beneficiaries, who have the right to
determine whether Common Stock allocated to their respective accounts will be
tendered in response to a tender offer but otherwise has no dispositive
power. Any unallocated Common Stock is generally required to be
tendered by the Plan Trustees in a tender offer in the same proportion as Common
Stock which has been allocated to Participants is directed to be
tendered. In limited circumstances, ERISA may confer upon the Plan
Trustees the power and duty to control the voting and tendering of Common Stock
allocated to the accounts of participating employees and beneficiaries who fail
to exercise their voting and/or tender rights. The reporting person
disclaims voting power with respect to such allocated Common Stock.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable since the reporting entity owns more than 5% of the
class.
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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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Dividends
on Common Stock allocated to the accounts of participating employees and their
beneficiaries, to the extent paid in the form of additional securities, are
added to their respective individual accounts. Dividends on Common
Stock allocated to the accounts of participating employees and their
beneficiaries, to the extent paid in cash, are, at the direction of the Plan
Administrator, either (i) credited to the respective individual accounts, or
(ii) used to pay principal and interest on outstanding indebtedness incurred by
the reporting person to acquire shares of Common Stock.
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CUSIP NO. 320655 10
3
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13G/A
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Page 6 of 7 Pages
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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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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
applicable since the reporting entity is not a member of a group.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable since the reporting entity is not a member of a group.
Item
10. Certification.
By
signing below we certify that, to the best of our 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.
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CUSIP NO. 320655 10
3
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13G/A
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Page 7 of 7 Pages
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SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify that
the information set forth in this statement is true, complete and
correct.
This
report is not an admission that the Plan Trustees are the beneficial owner of
any securities covered by this report, and the Plan Trustees expressly disclaim
beneficial ownership of all shares reported herein pursuant to Rule
13d-4.
FIRST
KEYSTONE FINANCIAL, INC.
EMPLOYEE
STOCK OWNERSHIP PLAN TRUST
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By:
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/s/William J.
O'Donnell
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February 16,
2010
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William J.
O'Donnell
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Trustee for First
Keystone Financial, Inc.
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Employee
Stock Ownership Plan
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By:
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/s/Jerry A.
Naessens
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February 16,
2010
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Jerry A.
Naessens
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Trustee for First
Keystone Financial, Inc.
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Employee
Stock Ownership Plan
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