Amended Statement of Beneficial Ownership (sc 13d/a)
16 March 2022 - 12:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
(Amendment No. 3)
PRUDENTIAL BANCORP, INC.
(Name of Issuer)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
74431A101
(CUSIP Number)
Warren A. Mackey
17 State Street,
Suite 3330
New York, New York 10004
(212) 370-9032
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 11, 2022
(Date of
Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on 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).
This Document contains 8 pages.
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CUSIP No. 74431A101 |
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SCHEDULE 13D |
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Page
2
of 8 Pages |
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1 |
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Name of Reporting Persons
Homestead Partners LP |
2 |
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Check the Appropriate
Box if a Member of a Group (a) ☒ (b) ☐
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3 |
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SEC Use Only
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4 |
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Source of funds (See
Instructions) WC |
5 |
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Check if Disclosure of
Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6 |
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Citizenship or Place
of Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person With
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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
33,549 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
33,549 |
11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
33,549 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐
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13 |
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Percent of Class
Represented by Amount in Row (11) 0.4% |
14 |
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Type of Reporting
Person PN |
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CUSIP No. 74431A101 |
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SCHEDULE 13D |
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Page
3
of 8 Pages |
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1 |
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Name of Reporting Persons
Arles Partners LP |
2 |
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Check the Appropriate
Box if a Member of a Group (a) ☒ (b) ☐
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3 |
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SEC Use Only
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4 |
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Source of funds (See
Instructions) WC |
5 |
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Check if Disclosure of
Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6 |
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Citizenship or Place
of Organization New York |
Number of
Shares Beneficially
Owned by Each
Reporting Person With
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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
158,696 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
158,696 |
11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
158,696 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐
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13 |
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Percent of Class
Represented by Amount in Row (11) 2.0% |
14 |
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Type of Reporting
Person PN |
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CUSIP No. 74431A101 |
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SCHEDULE 13D |
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Page
4
of 8 Pages |
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1 |
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Name of Reporting Persons
Arles Advisors Inc |
2 |
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Check the Appropriate
Box if a Member of a Group (a) ☒ (b) ☐
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3 |
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SEC Use Only
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4 |
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Source of funds (See
Instructions) n/a |
5 |
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Check if Disclosure of
Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6 |
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Citizenship or Place
of Organization New York |
Number of
Shares Beneficially
Owned by Each
Reporting Person With
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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
192,245 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
192,245 |
11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
192,245 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐
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13 |
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Percent of Class
Represented by Amount in Row (11) 2.5% |
14 |
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Type of Reporting
Person CO |
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CUSIP No. 74431A101 |
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SCHEDULE 13D |
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Page
5
of 8 Pages |
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1 |
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Name of Reporting Persons
Warren A. Mackey |
2 |
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Check the Appropriate
Box if a Member of a Group (a) ☒ (b) ☐
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3 |
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SEC Use Only
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4 |
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Source of funds (See
Instructions) PF |
5 |
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Check if Disclosure of
Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6 |
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Citizenship or Place
of Organization United States of America |
Number of
Shares Beneficially
Owned by Each
Reporting Person With
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7 |
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Sole Voting Power
38,618 |
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8 |
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Shared Voting Power
192,245 |
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9 |
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Sole Dispositive Power
38,618 |
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10 |
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Shared Dispositive Power
192,245 |
11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
230,863 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐
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13 |
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Percent of Class
Represented by Amount in Row (11) 3.0% |
14 |
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Type of Reporting
Person IN |
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CUSIP No. 74431A101 |
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SCHEDULE 13D |
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Page
6
of 8 Pages |
Item 1. Security and Issuer
This third amendment (the Third Amendment) to the Schedule 13D filed with the Securities and Exchange Commission
(the SEC) on October 28, 2013, as amended by the first amendment filed with the SEC on February 12, 2014 and the second amendment filed with the SEC on March 10, 2022 (the Schedule 13D), relates to the common
stock (Shares), $0.01 par value per share, of Prudential Bancorp, Inc. (the Issuer), a Pennsylvania corporation. The address of the principal executive offices of the Issuer is 1834 West Oregon Avenue, Philadelphia,
Pennsylvania 19145. Except as specifically provided herein, this Third Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them
in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a), (c) and (e) of the Schedule 13D are hereby amended as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 7,769,387 Shares stated to be
outstanding by the Issuer as disclosed in the Issuers Quarterly Report on Form 10-Q for the period ended December 31, 2021.
As of the close of business on March 14, 2022, the Reporting Group owned, in the aggregate, 230,863 Shares, representing
approximately 3.0% of the Issuers Shares outstanding. As the general partner of Homestead Partners and Arles Partners, Arles Advisors may be deemed to beneficially own the 192,245 Shares owned by Homestead Partners and Arles Partners
representing approximately 2.5% of the Issuers Shares outstanding. As the sole shareholder, director and executive officer of Arles Advisors, Warren A. Mackey may be deemed to beneficially own the Shares owned by Homestead Partners and Arles
Partners. Mr. Mackey individually and as the person with the sole investment discretion and voting authority for himself may be deemed to beneficially own 38,618 Shares representing approximately 0.5% of the Issuers outstanding Shares.
(c) Exhibit B annexed hereto lists all transactions in the Shares by the Reporting Group since the Reporting Groups
most recent filing of the Schedule 13D. All Shares reported herein were sold in the open market.
(e) As of March 11,
2022, the Reporting Group ceased to be a beneficial owner of more than 5% of the outstanding Shares.
Item 7. Material to be Filed as
Exhibits
A. Joint Filing Agreement by and among the Reporting Group (previously filed with the Schedule 13D)
B. Schedule of Transactions in the Shares
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CUSIP No. 74431A101 |
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SCHEDULE 13D |
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Page
7
of 8 Pages |
SIGNATURES
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.
Dated: March 15, 2022
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HOMESTEAD PARTNERS LP |
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By: ARLES ADVISORS INC, General Partner |
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By: |
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/s/ Warren A. Mackey |
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Warren A. Mackey, President |
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ARLES PARTNERS LP |
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By: ARLES ADVISORS INC, General Partner |
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By: |
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/s/ Warren A. Mackey |
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Warren A. Mackey, President |
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ARLES ADVISORS INC |
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By: |
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/s/ Warren A. Mackey |
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Warren A. Mackey, President |
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WARREN A. MACKEY |
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/s/ Warren A. Mackey |
Warren A. Mackey |
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CUSIP No. 74431A101 |
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SCHEDULE 13D |
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Page
8
of 8 Pages |
EXHIBIT B
Schedule of Transactions in the Shares
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Date |
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Shares |
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Price* |
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Amount* |
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Homestead Partners LP |
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3/10/2022 |
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75,000 |
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$ |
16.55 |
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$ |
1,241,234 |
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3/11/2022 |
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82,306 |
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16.90 |
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1,391,038 |
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3/11/2022 |
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100,000 |
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16.87 |
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1,686,981 |
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3/14/2022 |
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67,350 |
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17.01 |
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1,145,894 |
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Total |
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324,656 |
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$ |
5,465,147 |
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* |
Includes brokerage commissions. |
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