13D Filing: Maltese Capital Management Cuts Stake in Hamilton Bancorp, Inc. (HBK)

Item 1.    Security and Issuer.

The class of equity securities to which this statement relates is the common stock, par value $0.01 per share (“Common Stock”), of Hamilton Bancorp, Inc. (the “Issuer”), a company incorporated in New York, with its principal office at 501 Fairmount Avenue, Suite 200, Towson, MD 21286.

Item 2.    Identity and Background.

(a)      This statement is being filed by (i) Maltese Capital Management LLC, a New York limited liability company (“MCM”), and (ii) Terry Maltese, Managing Member of MCM, with respect to shares of Common Stock that each of the foregoing may be deemed to have beneficial ownership.  The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The managing member of MCM is Mr. Maltese. In his capacity as managing member of MCM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MCM.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of any shares of Common Stock except to the extent reported herein.

  

(b)      The address of the principal offices of MCM and the business address of Mr. Maltese is Maltese Capital Management, LLC, 150 East 52^nd Street, 30^th Floor, New York, New York 10022.

(c)      The principal business of MCM is that of providing administrative and management services to certain partnerships and investment entities. The present principal occupation or employment of Mr. Maltese is managing member of MCM.

(d)      During the last five years, neither MCM nor Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)      During the last five years, neither MCM nor Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr. Maltese is a U.S. citizen.

Item 3.    Source and Amount of Funds.

The funds for the purchase of the 200,000 shares of Common Stock beneficially owned by MCM came from the working capital of certain private investment funds that MCM manages. No borrowed funds were used to purchase such shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by MCM was $2,361,754.

The funds for the purchase of the 200,000 shares of Common Stock beneficially owned by Mr. Maltese, as a result of Mr. Maltese being the control person of MCM, came from the working capital of certain private investment funds for which MCM manages. No borrowed funds were used to purchase such shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by MCM was $2,361,754.

Item 4.    Purpose of Transaction.

  The shares of Common Stock held by the Reporting Persons were acquired for, and are being held for, investment purposes. As such, in the ordinary course of their business, the Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions.

  Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.