OCEAN SHORE HOLDING CO.
|
(Name of Issuer)
Common Stock
|
(Title of Class of Securities)
67501R103
|
(CUSIP Number)
December 31, 2015
|
CUSIP NO. 33741H107
|
13G
|
Page 2 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
M3 FUNDS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
||
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
433,609 shares of Common Stock
|
||
7
|
SOLE DISPOSITIVE POWER
N/A
|
||
8
|
SHARED DISPOSITIVE POWER
433,609 shares of Common Stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,609 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
6.77% of the outstanding shares of Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
|
CUSIP NO. 33741H107
|
13G
|
Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
M3 PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
||
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
433,609 shares of Common Stock
|
||
7
|
SOLE DISPOSITIVE POWER
N/A
|
||
8
|
SHARED DISPOSITIVE POWER
433,609 shares of Common Stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,609 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
6.77% of the outstanding shares of Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
PN (Limited Partnership)
|
CUSIP NO. 33741H107
|
13G
|
Page 4 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
M3F, INC.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
||
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
433,609 shares of Common Stock
|
||
7
|
SOLE DISPOSITIVE POWER
N/A
|
||
8
|
SHARED DISPOSITIVE POWER
433,609 shares of Common Stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,609 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
6.77% of the outstanding shares of Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
CO, IA
|
CUSIP NO. 33741H107
|
13G
|
Page 5 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
Jason A. Stock
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
||
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
433,609 shares of Common Stock
|
||
7
|
SOLE DISPOSITIVE POWER
N/A
|
||
8
|
SHARED DISPOSITIVE POWER
433,609 shares of Common Stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,609 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
6.77% of the outstanding Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP NO. 33741H107
|
13G
|
Page 6 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
William C. Waller
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
||
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
703 shares of Common Stock
|
|
6
|
SHARED VOTING POWER
433,609 shares of Common Stock
|
||
7
|
SOLE DISPOSITIVE POWER
703 shares of Common Stock
|
||
8
|
SHARED DISPOSITIVE POWER
433,609 shares of Common Stock
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,312 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
6.78% of the outstanding Common Stock
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
(a)
|
Name of Issuer:
|
|
Ocean Shore Holding Co. (the “Issuer”)
|
|||
(b)
|
Address of Issuer’s Principal Executive Offices:
|
||
1001 Asbury Avenue, Ocean City, NJ, 08226
|
|||
Item 2.
|
(a)
|
Name of Persons Filing:
|
|
M3 Funds, LLC
|
|||
M3 Partners, LP
|
|||
M3F, Inc.
|
|||
Jason A. Stock
|
|||
William C. Waller
|
|||
(b)
|
Address of Principal Business Office or, if None, Residence:
|
||
For all persons filing:
|
|||
10 Exchange Place, Suite 510
|
|||
Salt Lake City, UT 84111
|
|||
(c)
|
Citizenship:
|
||
M3 Funds, LLC is a Delaware limited liability company
|
|||
M3 Partners, LP is a Delaware limited partnership
|
|||
M3F, Inc. is a Utah corporation
|
|||
Mr. Stock and Mr. Waller are United States citizens
|
|||
(d)
|
Title of Class of Securities:
|
||
Common Stock
|
|||
(e)
|
CUSIP Number:
|
||
67501R103
|
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).
|
M3 Funds, LLC
|
M3 Partners, LP
|
M3F, Inc.
|
Jason A. Stock
|
William C. Waller
|
(a) Amount Beneficially Owned:
|
433,609
|
433,609
|
433,609
|
433,609
|
434,312
|
(b) Percent of Class:
|
6.77%
|
6.77%
|
6.77%
|
6.77%
|
6.78%
|
(c) Number of Shares to Which Reporting Person Has:
|
|||||
(i) Sole Voting Power:
|
N/A
|
N/A
|
N/A
|
N/A
|
703
|
(ii) Shared Voting Power:
|
433,609
|
433,609
|
433,609
|
433,609
|
433,609
|
(iii) Sole Dispositive Power:
|
N/A
|
N/A
|
N/A
|
N/A
|
703
|
(iv) Shared Dispositive Power:
|
433,609
|
433,609
|
433,609
|
433,609
|
433,609
|
The reported shares are the Issuer’s common stock.
|
|
433,609 of the reported shares are owned directly by M3 Partners, L.P. (“M3 Partners”), whose general partner is M3 Funds, LLC (the “General Partner”) and whose investment adviser is M3F, Inc. (the “Investment Adviser”). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners.
|
|
Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners. In addition, William C. Waller directly owns 703 of the reported shares.
|
|
Item 5.
|
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 [ ].
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
|
|
Item 10.
|
Certification.
|
By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above 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.
|
Date: January 29, 2016
|
||
M3 PARTNERS, LP
|
||
By:
|
M3 Funds, LLC, General Partner
|
|
By:
|
/s/ Jason A. Stock
|
|
Name:
|
Jason A. Stock
|
|
Title:
|
Manager
|
|
Date: January 29, 2016
|
||
M3 FUNDS, LLC
|
||
By:
|
/s/ Jason A. Stock
|
|
Name:
|
Jason A. Stock
|
|
Title:
|
Manager
|
|
Date: January 29, 2016
|
||
M3F, INC.
|
||
By:
|
/s/ Jason A. Stock
|
|
Name:
|
Jason A. Stock
|
|
Title:
|
Managing Director
|
|
Date: January 29, 2016
|
||
/s/ Jason A. Stock
|
||
Jason A. Stock
|
||
Date: January 29, 2016
|
||
/s/ William C. Waller
|
||
William C. Waller
|
M3 PARTNERS, LP
|
|||
By:
|
M3 Funds, LLC, General Partner
|
||
By:
|
/s/ Jason A. Stock
|
||
Name:
|
Jason A. Stock
|
||
Title:
|
Manager
|
||
M3 FUNDS, LLC
|
|||
By:
|
/s/ Jason A. Stock
|
||
Name:
|
Jason A. Stock
|
||
Title:
|
Manager
|
||
M3F, INC.
|
|||
By:
|
/s/ Jason A. Stock
|
||
Name:
|
Jason A. Stock
|
||
Title:
|
Managing Director
|
||
/s/ Jason A. Stock | |||
Jason A. Stock | |||
/s/ William C. Waller | |||
William C. Waller |