SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Carpenter Fund Manager GP, LLC (Last) (First) (Middle) 5 PARK PLAZA SUITE 950 (Street) IRVINE CA 92614 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/13/2010	3. Issuer Name and Ticker or Trading Symbol Manhattan Bancorp [ MNHN.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,500,000	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares are held of record by three investment funds of which Carpenter Fund Manager GP, LLC is the general partner with shared investment and voting power. These shares are owned of record as follows: Carpenter Community BancFund-A, LP - 1,389,859 shares; Carpenter Community BancFund-CA, LP - 54,890 shares; and Carpenter Community BancFund, LP - 55,251 shares. These shares are beneficially owned by Carpenter Fund Manager GP, LLC as general partner of the three funds. Carpenter Fund Manager GP, LLC disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein , and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	CARPENTER FUND MANAGER GP, LLC /s/ John D. Flemming, Managing Member	09/13/2010
	CARPENTER COMMUNITY BANCFUND-A, LP BY: CARPENTER FUND MANAGER GP, LLC /s/ John D. Flemming, Managing Member	09/13/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.