8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 13, 2011

CARVER BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-13007	13-3904174
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

75 West 125th Street, New York, NY	10027-4512
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 360-8820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04                      Temporary Suspension of Trading Under Registrant’s Employee

Benefit Plans.

Carver Bancorp, Inc. (the “Company”) was notified on October 13, 2011, that as a result of a transfer of all of the assets of the Carver Bancorp, Inc. Employee Stock Ownership Plan (“ESOP”) into the Carver Federal Savings Bank 401(k) Plan (the “401(k) Plan”), due to the merger of the ESOP into the 401(k) Plan, there will be a blackout period beginning on November 30, 2011, and ending on or about December 9, 2011, during which participants in the 401(k) Plan will be temporarily unable to direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company or to obtain a loan or distribution from the 401(k) Plan.

As a result of the foregoing, on October 13, 2011, the Company sent a Blackout Notice Concerning Limitations on Trading in Carver Bancorp, Inc. (“Notice”) to its directors and executive officers informing them that a blackout period with respect to directors and executive officers is expected to be in effect beginning November 30, 2011 and ending on or about December 9, 2011 for the Plan.

The Notice was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR.  A copy of the Notice is attached as Exhibit 99.1 to this current Report on Form 8-K and incorporated by reference herein.

Item 9.01                      Financial Statements and Exhibits

(a)		Financial Statements of Businesses Acquired. Not Applicable.
(b)		Pro Forma Financial Information.  Not Applicable.
(c)		Exhibits.
	Exhibit No.	Description
	99.1	Blackout Notice Concerning Limitations on Trading in Carver Bancorp, Inc. to Executive Officers and Directors of Carver Bancorp, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

		CARVER BANCORP, INC.
DATE: October 13, 2011	By:	/s/ Mark A. Ricca
		Mark A. Ricca
		Executive Vice President, Chief Financial Officer and Chief Administrative Officer

EXHIBIT INDEX

Exhibit                                Description

99.1 Blackout Notice Concerning Limitations on Trading in Carver Bancorp, Inc. to Executive Officers and Directors of Carver Bancorp, Inc.

Exhibit 99.1

EX-99.1 CHARTER

Important Notice Concerning Limitations on

Trading in Carver Bancorp, Inc. Equity Securities

To:           Executive Officers and Directors of Carver Bancorp, Inc. (the “Company”)

From:           Mark A. Ricca, Executive Vice President, Chief Risk Officer and General Counsel

Date:           October 13, 2011

1. As you may know, a “blackout period” will be imposed under the Carver Federal Savings Bank 401(k) Plan (the “401(k) Plan”) and the Carver Bancorp, Inc. Employee Stock Ownership Plan (“ESOP”).  This blackout period, described in more detail below, is necessary in order for participants’ accounts in the ESOP to be transferred into the 401(k) Plan.  Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving Company equity securities (including options and other derivatives based on Company stock) during this blackout period.

2. As a result of the transfer of the ESOP assets to the 401(k) Plan, during the blackout period participants in the 401(k) Plan will be temporarily unable to (1) make exchanges into or out of the Company Stock Fund under the 401(k) Plan, (2) take distributions of money invested in the Company Stock Fund, and (3) take loans of money invested in the Company Stock Fund. In addition, participants in the ESOP will be temporarily unable to take distributions from the ESOP.

3. The blackout period for the 401(k) Plan and ESOP is expected to begin on November 30, 2011, and end on or before December 9, 2011, provided, however, that the blackout period may be extended due to events that are beyond the control of the Company.  We will notify you of any changes that affect the dates of the blackout period.  In addition, you can confirm the status of the blackout period by contacting Lucia Cameron at Lucia.Cameron@carverbank.com , or by calling (212) 360-8835.

4. Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the Company that you acquired in connection with your service as an executive officer or director.  “Equity securities” are defined broadly to include options and other derivatives.  Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest.

5. The prohibition covers securities acquired “in connection with service as a director or executive officer.”  This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between the individual and the company, and as director qualifying shares.  Securities acquired outside of an individual’s service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered.  However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).

6. The following are examples of transactions that you may not engage in during the blackout period:

Ø Exercising stock options granted to you in connection with your service as a director or executive officer;

Ø Selling Company stock that you acquired by exercising options;

Ø Selling Company stock that you originally received as a restricted stock grant.

7. There are certain exemptions, including:

Ø Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout);

Ø Bona fide gifts, bequests and transfers pursuant to domestic relations orders.

8. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.

The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be severe.

We therefore request that you contact Lucia Cameron at Lucia.Cameron@carverbank.com or by calling (212) 360-8835 before engaging in any transaction involving Company stock or derivatives based on Company stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.