SC 13D/A 1 asbbschedule13damend2.htm SCHEDULE 13D AMEND NO. 2 ASB BANCORP, INC. asbbschedule13damend2.htm
 

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)

ASB Bancorp, Inc.
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

00213T109
(CUSIP Number)

LAWRENCE B. SEIDMAN
100 Misty Lane, 1st Floor
Parsippany, New Jersey 07054
(973) 952-0405

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 21, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .

 
 

 
 

 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
Seidman and Associates, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                                (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
              57,050
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
              57,050
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    
 
    57,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                     
 
    1.30%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 

 

 
 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
             35,074
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
             35,074
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
        35,074
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
          0.80%
14
TYPE OF REPORTING PERSON
 
PN
 

 
 
 

 

 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    56,148
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
            56,148
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            56,148
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.28%
14
TYPE OF REPORTING PERSON
 
PN

 
 

 

 
 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    10,056
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
    10,056
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            10,056
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.23%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 

 

 
 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
LSBK06-08, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
    WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
           28,213
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
          
               28,213
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,213
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.64%
14
TYPE OF REPORTING PERSON
 
OO

 
 

 

 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
Broad Park Investors, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x 
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
34,857
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
34,857
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,857
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.79%
14
TYPE OF REPORTING PERSON
 
OO

 
 
 

 
 
 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
    Chewy Gooey Cookies, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    715
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
            715
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            715
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    0.02%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
2514 Multi-Strategy Fund L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                         (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
13,736
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
13,736
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,736
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.31%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
CBPS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
28,825
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
28,825
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,825
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.66%
14
TYPE OF REPORTING PERSON
 
OO

 
 
 

 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
Veteri Place Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    148,260
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
       148,260
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
148,260
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
       3.38%
14
TYPE OF REPORTING PERSON
 
CO
 
 
 
 

 
CUSIP No. 00213T109
   
 

 
1
NAME OF REPORTING PERSONS
 
JBRC I, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
              OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    10,056
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
    10,056
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            10,056
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.23%
14
TYPE OF REPORTING PERSON
 
            OO
 

 
 

 
CUSIP No. 00213T109
   


1
NAME OF REPORTING PERSONS
 
Lawrence B. Seidman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                         (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
    OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    264,674
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
264,674
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,674
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.04%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 

 
CUSIP No. 00213T109
   
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2").  This Amendment No. 2 amends the Schedule 13D as specifically set forth.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
(a-c)  This statement is also being filed by Chewy Gooey Cookies, L.P. ("Chewy"), a Delaware limited partnership formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052.  Lawrence Seidman is the investment manager of Chewy.
 
The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director, each general partner and each controlling person, if any, of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri, JBRC and Seidman, is set forth in Schedule A hereto. SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri , JBRC and Seidman shall hereinafter be referred to as the "Reporting Persons". The Reporting Persons have formed a group with respect to the securities of the Issuer within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases (unless otherwise noted), as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase cost of the 264,674 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $5,010,938, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On August 21, 2015, Mr. Seidman sent a letter to Suzanne S. DeFerie, President and CEO of the Issuer, recommending that the Board pursue a sale of the Issuer in order to maximize shareholder value for the benefit of all the owners of the Issuer.  In the letter, Mr. Seidman also requested that he be appointed to the Board to represent all shareholders' interests.  A copy of this letter is attached as Exhibit 99.3 hereto and is incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 4,384,657 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2015, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on August 7, 2015.
 
 
 
 

CUSIP No. 00213T109
 
 
A.  
SAL
 
(a)  
As of the close of business on August 21, 2015, SAL beneficially owned 57,050 Shares.
 
       Percentage: Approximately 1.30%.
 
(b)  
1. Sole power to vote or direct the vote: 57,050
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 57,050
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any transactions in the Shares by SAL during the past 60 days.
 
B.  
SIP
 
(a)  
As of the close of business on August 21, 2015, SIP beneficially owned 35,074 Shares.
 
                               Percentage: Approximately 0.80%.
 
(b)  
1. Sole power to vote or direct the vote: 35,074
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 35,074
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any transactions in the Shares by SIP during the past 60 days.
 
C.  
SIPII
 
(a)  
As of the close of business on August 21, 2015, SIPII beneficially owned 56,148 Shares.
 
Percentage: Approximately 1.28%.
 
(b)  
1. Sole power to vote or direct the vote: 56,148
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 56,148
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any transactions in the Shares by SIPII during the past 60 days that have not been previously reported.
 
 
 

CUSIP No. 00213T109
 
D.  
SIPIII
 
(a)  
As of the close of business on August 21, 2015, SIPIII beneficially owned 10,056 Shares.
 
Percentage: Approximately 0.23%.
 
(b)  
1. Sole power to vote or direct the vote: 10,056
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 10,056
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any  transactions in the Shares by SIPIII during the past 60 days.
 
E.  
LSBK
 
(a)  
As of the close of business on August 21, 2015, LSBK beneficially owned 28,213 Shares.
 
Percentage: Approximately 0.64%.
 
(b)  
1. Sole power to vote or direct the vote: 28,213
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 28,213
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any transactions in the Shares by LSBK during the past 60 days.
 
F.  
Broad Park
 
(a)  
As of the close of business on August 21, 2015, Broad Park beneficially owned 34,857 Shares.
 
Percentage: Approximately 0.79%.
 
(b)  
1. Sole power to vote or direct the vote: 34,857
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 34,857
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any transactions in the Shares by Broad Park during the past 60 days.
 
 
 
 

CUSIP No. 00213T109
 
G. 
Chewy
 
(a)  
As of the close of business on August 21, 2015, Chewy beneficially owned 715 Shares.
 
Percentage: Approximately 0.02%.
 
(b)  
1. Sole power to vote or direct the vote: 715
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 715
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transaction in the Shares by Chewy during the past 60 days is set forth in Schedule B and is incorporated herein by reference.
 
H.  
2514 MSF
 
(a)  
As of the close of business on August 21, 2015, 2514 MSF beneficially owned 13,736 Shares.
 
Percentage: Approximately 0.31%.
 
(b)  
1. Sole power to vote or direct the vote: 13,736
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 13,736
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any transactions in the Shares by 2514 MSF during the past 60 days.
 
I.  
CBPS
 
(a)  
As of the close of business on August 21, 2015, CBPS beneficially owned 28,825 Shares.
 
Percentage: Approximately 0.66%.
 
(b)  
1. Sole power to vote or direct the vote: 28,825
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 28,825
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any transactions in the Shares by CBPS during the past 60 days.
 
 
 

CUSIP No. 00213T109
 
J.  
Veteri
 
(a)  
Veteri, (i) as the corporate general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 35,074 Shares owned by SIP and the 56,148 Shares owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 28,213 Shares owned by LSBK and the 28,825 Shares owned by CBPS.  Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 148,260 Shares.
 
Percentage: Approximately 3.38%.
 
(b)  
1. Sole power to vote or direct the vote: 148,260
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 148,260
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Veteri has not entered into any transactions in the Shares during the past 60 days.  
 
K.  
JBRC
 
(a)  
JBRC, as the co-general partner of SIPIII, may be deemed the beneficial owner of the 10,056 Shares owned by SIPIII.
 
Percentage: Approximately 0.23%.
 
(b)  
1. Sole power to vote or direct the vote: 10,056
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 10,056
 
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
JBRC has not entered into any transactions in the Shares during the past 60 days.
 
L.  
Seidman
 
(a)  
Seidman, (i) as the manager of SAL, may be deemed the beneficial owner of the 57,050 Shares owned by SAL, (ii) as the sole officer of Veteri, the corporate general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 35,074 Shares owned by SIP and the 56,148 Shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, may be deemed the beneficial owner of the 10,056 Shares owned by SIPIII, (iv) as the sole officer of Veteri, the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 28,213 Shares owned by LSBK and the 28,825 Shares owned by CBPS, and (v) as the investment manager for each of Broad Park, Chewy and 2514 MSF, may be deemed the beneficial owner of the 34,857 Shares owned by Broad Park, the 715 Shares owned by Chewy and the 13,736 Shares owned by 2514 MSF.  Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 264,674 Shares.  In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares.
 
Percentage: Approximately 6.04%.
 
(b)  
1. Sole power to vote or direct the vote: 264,674
 
 
2. Shared power to vote or direct the vote: 0
 
 
3. Sole power to dispose or direct the disposition: 264,674
 
 
4. Shared power to dispose or direct the disposition: 0
 
 
 

CUSIP No. 00213T109
 
(c)  
Seidman has not entered into any transactions in the Shares during the past 60 days.  The transaction in the Shares during the past 60 days on behalf of Chewy is set forth on Schedule B and incorporated herein by reference.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the Shares owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
 
To the best of the Reporting Persons’ knowledge, except as set forth in this Schedule 13D, none of the persons listed on Schedule A to the Schedule 13D beneficially owns any securities of the Issuer.
 
(d)  
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)  
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On August 21, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  A copy of this agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to any securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
99.2  
  Joint Filing Agreement, dated August 21, 2015, by and among SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri, JBRC and Seidman.
 
99.3 
  August 21, 2015 Letter from Seidman to Suzanne S. DeFerie, President and CEO of the Issuer.
 
 
 

 
Signature Page to ASB Bancorp, Inc. Schedule 13D Amendment No. 2


SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:          August 24, 2015
SEIDMAN AND ASSOCIATES, L.L.C.
   
   
 
By:
/ss/ Lawrence B. Seidman 
   
Lawrence B. Seidman
Manager


 
SEIDMAN INVESTMENT PARTNERSHIP, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President
 
 
 
SEIDMAN INVESTMENT PARTNERSHIP III, L.P.
     
 
By:
JBRC I, LLC, its
     Co-General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member

 
 
LSBK06-08, L.L.C.
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
 

 
 
BROAD PARK INVESTORS, L.L.C.
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager

 
 
CHEWY GOOEY COOKIES, L.P.
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
2514 MULTI-STRATEGY FUND, L.P.
   
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
CBPS, LLC
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
VETERI PLACE CORPORATION
   
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
JBRC I, LLC
   
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member

 
   /ss/ Lawrence B. Seidman
 
LAWRENCE B. SEIDMAN
 
 
 
 

CUSIP No. 00213T109
 
SCHEDULE A
 
 
Name
 
Principal Business/Occupation
 
Principal Business Address
 
Citizenship
Jonathan Mandelbaum          Manager of Cavity, L.L.C., the General Partner of Chewy Gooey Cookies, L.P. 80 Main Street, Suite 510, West Orange, New Jersey 07052 United States
 
 
 

 
CUSIP No. 00213T109
   
 
 
SCHEDULE B

 
Transactions in the Shares During the Past 60 Days
 
 
Entity
Date Purch
Per Share*
Cost*
Shares
Chewy
8/7/15
22.7779
16,286.25
715
 
 
 
 
 
*Includes brokerage commission.
 
 
 
 
 

CUSIP No. 00213T109
 
Exhibit 99.2
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of ASB Bancorp, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:          August 21, 2015
SEIDMAN AND ASSOCIATES, L.L.C.
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Manager


 
SEIDMAN INVESTMENT PARTNERSHIP, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
     
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President
 
 
 
SEIDMAN INVESTMENT PARTNERSHIP III, L.P.
     
 
By:
JBRC I, LLC, its
     Co-General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member
 
 
 

 
 

 
 
LSBK06-08, L.L.C.
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
BROAD PARK INVESTORS, L.L.C.
   
 
 
 
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
CHEWY GOOEY COOKIES, L.P.
   
 
 
 
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
2514 MULTI-STRATEGY FUND, L.P.
   
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
CBPS, LLC
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
VETERI PLACE CORPORATION
     
     
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President
 
 
 

 
 
 
JBRC I, LLC
   
   
 
By:
 /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member

    /ss/ Lawrence B. Seidman
 
LAWRENCE B. SEIDMAN