0000899243-20-018975.txt : 20200713
0000899243-20-018975.hdr.sgml : 20200713
20200713141725
ACCESSION NUMBER: 0000899243-20-018975
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200710
FILED AS OF DATE: 20200713
DATE AS OF CHANGE: 20200713
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GALLAWAY W SCOTT
CENTRAL INDEX KEY: 0001378128
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37506
FILM NUMBER: 201025024
MAIL ADDRESS:
STREET 1: 1902 LONG HILL ROAD
CITY: MILLINGTON
STATE: NJ
ZIP: 07946
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MSB FINANCIAL CORP
CENTRAL INDEX KEY: 0001635261
STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
IRS NUMBER: 000000000
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1902 LONG HILL ROAD
CITY: MILLINGTON
STATE: NJ
ZIP: 07946
BUSINESS PHONE: (908) 647-4000
MAIL ADDRESS:
STREET 1: 1902 LONG HILL ROAD
CITY: MILLINGTON
STATE: NJ
ZIP: 07946
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-07-10
1
0001635261
MSB FINANCIAL CORP
MSBF
0001378128
GALLAWAY W SCOTT
1902 LONG HILL RD
MILLINGTON
NJ
07946
1
0
0
0
Common Stock
2020-07-10
4
J
0
28467
0.00
D
0
D
Option- Right to Buy
13.04
2020-07-10
4
D
0
10556
0.00
D
2017-06-07
2026-06-06
Common Stock
10556
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Kearny Financial Corp. ("KRNY") and MSB Bancorp Inc. ("MSBF"). At the effective time of the Merger on July 10, 2020 (the "Effective Time"), each share of MSBF common stock issued and outstanding immediately prior to such time was converted into the right to receive either $18.00 per share in cash or 1.3 shares of KRNY common stock, subject to an election and allocation procedure whereby a maximum of 10% of such MSBF shares will be exchanged for cash and the balance will be exchanged for KRNY common stock.
At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Kearny Financial Corp. and MSB Bancorp Inc., all stock options were cancelled and the reporting person received a cash payment equal to $18.00 per share minus the applicable exercise price of such stock option multiplied by each stock option held.
/s/ W. Scott Gallaway by Michael A. Shriner, as attorney-in-fact
2020-07-10