Prudential Bancorp (PBIP) SC 13D/APRUDENTIAL BANCORP / MACKEY WARREN A ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

PRUDENTIAL BANCORP, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

74431A101

(CUSIP Number)

Warren A. Mackey

17 State Street, Suite 3330

New York, New York 10004

(212) 370-9032

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 11, 2022

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Document contains 8 pages.

Item 1.   Security and Issuer

This third amendment (the “Third Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2013, as amended by the first amendment filed with the SEC on February 12, 2014 and the second amendment filed with the SEC on March 10, 2022 (the “Schedule 13D”), relates to the common stock (“Shares”), $0.01 par value per share, of Prudential Bancorp, Inc. (the “Issuer”), a Pennsylvania corporation. The address of the principal executive offices of the Issuer is 1834 West Oregon Avenue, Philadelphia, Pennsylvania 19145. Except as specifically provided herein, this Third Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 5.   Interest in Securities of the Issuer

Item 5(a), (c) and (e) of the Schedule 13D are hereby amended as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 7,769,387 Shares stated to be outstanding by the Issuer as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended December 31, 2021.

As of the close of business on March 14, 2022, the Reporting Group owned, in the aggregate, 230,863 Shares, representing approximately 3.0% of the Issuer’s Shares outstanding. As the general partner of Homestead Partners and Arles Partners, Arles Advisors may be deemed to beneficially own the 192,245 Shares owned by Homestead Partners and Arles Partners representing approximately 2.5% of the Issuer’s Shares outstanding. As the sole shareholder, director and executive officer of Arles Advisors, Warren A. Mackey may be deemed to beneficially own the Shares owned by Homestead Partners and Arles Partners. Mr. Mackey individually and as the person with the sole investment discretion and voting authority for himself may be deemed to beneficially own 38,618 Shares representing approximately 0.5% of the Issuer’s outstanding Shares.

(c) Exhibit B annexed hereto lists all transactions in the Shares by the Reporting Group since the Reporting Group’s most recent filing of the Schedule 13D. All Shares reported herein were sold in the open market.

(e) As of March 11, 2022, the Reporting Group ceased to be a beneficial owner of more than 5% of the outstanding Shares.

Item 7.   Material to be Filed as Exhibits

A. Joint Filing Agreement by and among the Reporting Group (previously filed with the Schedule 13D)

B. Schedule of Transactions in the Shares

    SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: March 15, 2022

    EXHIBIT B

Schedule of Transactions in the Shares