ATLANTIC COAST FINANCIAL CORPORATION
|
(Name of Issuer)
Common Stock, Par Value $0.01
|
(Title of Class of Securities)
048426100
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(CUSIP Number)
December 31, 2011
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[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP NO. 048426100
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13G
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
M3 FUNDS, LLC
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||
2
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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
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
N/A
|
|
6
|
SHARED VOTING POWER
No shares of Common Stock
|
||
7
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SOLE DISPOSITIVE POWER
N/A
|
||
8
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SHARED DISPOSITIVE POWER
No shares of Common Stock
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
No shares of Common Stock
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% of the outstanding shares of Common Stock
|
||
12
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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CUSIP NO. 048426100
|
13G
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Page 3 of 9 Pages
|
1
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NAMES OF REPORTING PERSONS
M3 PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
N/A
|
|
6
|
SHARED VOTING POWER
None
|
||
7
|
SOLE DISPOSITIVE POWER
N/A
|
||
8
|
SHARED DISPOSITIVE POWER
None
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% of the outstanding shares of Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
PN (Limited Partnership)
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CUSIP NO. 048426100
|
13G
|
Page 4 of 9 Pages
|
1
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NAMES OF REPORTING PERSONS
M3F, INC.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF UTAH, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
N/A
|
|
6
|
SHARED VOTING POWER
None
|
||
7
|
SOLE DISPOSITIVE POWER
N/A
|
||
8
|
SHARED DISPOSITIVE POWER
None
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% of the outstanding shares of Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
CO, IA
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CUSIP NO. 048426100
|
13G
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Page 5 of 9 Pages
|
1
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NAMES OF REPORTING PERSONS
Jason A. Stock
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
N/A
|
|
6
|
SHARED VOTING POWER
None
|
||
7
|
SOLE DISPOSITIVE POWER
N/A
|
||
8
|
SHARED DISPOSTIVE POWER
None
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% of the outstanding Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP NO. 048426100
|
13G
|
Page 6 of 9 Pages
|
1
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NAMES OF REPORTING PERSONS
William C. Waller
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
N/A
|
|
6
|
SHARED VOTING POWER
None
|
||
7
|
SOLE DISPOSITIVE POWER
N/A
|
||
8
|
SHARED DISPOSITIVE POWER
None
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% of the outstanding Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
(a)
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Name of Issuer:
|
|
Atlantic Coast Financial Corporation (the “Issuer”)
|
|
(b)
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Address of Issuer’s Principal Executive Offices:
|
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12724 Gran Bay Parkway, Suite 150
|
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Jacksonville, Florida 32258
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Item 2.
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(a)
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Name of Persons Filing:
|
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M3 Funds, LLC
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M3 Partners, LP
|
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M3F, Inc.
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Jason A. Stock
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William C. Waller
|
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For all persons filing:
|
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10 Exchange Place, Suite 510
|
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Salt Lake City, UT 84111
|
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M3 Funds, LLC is a Delaware limited liability company
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M3 Partners, LP is a Delaware limited partnership
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M3F, Inc. is a Utah corporation
|
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Mr. Stock and Mr. Waller are United States citizens
|
|
Common Stock, Par Value $0.01
|
|
048426100
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
Not applicable. Filed pursuant to Rule 13d-1(c).
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Item 4.
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Ownership.
|
|
The Reporting Persons do not have beneficial ownership of any shares of the Issuer.
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Item 5.
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Ownership of Five Percent or Less of a Class.
|
|
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 [X].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
|
|
Not applicable.
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Item 7.
|
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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Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
|
Certification.
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Date: January 9, 2012
|
|||
M3 PARTNERS, LP
|
|||
By:
|
M3 Funds, LLC, General Partner
|
||
By:
|
/s/ Jason A. Stock
|
||
Name:
|
Jason A. Stock
|
||
Title:
|
Manager
|
||
Date: January 9, 2012
|
|||
M3 FUNDS, LLC
|
|||
By:
|
/s/ Jason A. Stock
|
||
Name:
|
Jason A. Stock
|
||
Title:
|
Manager
|
||
Date: January 9, 2012
|
|||
M3F, INC.
|
|||
By:
|
/s/ Jason A. Stock
|
||
Name:
|
Jason A. Stock
|
||
Title:
|
Managing Director
|
||
Date: January 9, 2012
|
|||
/s/ Jason A. Stock
|
|||
Jason A. Stock
|
|||
Date: January 9, 2012
|
|||
/s/ William C. Waller
|
|||
William C. Waller
|