UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

LEGACY BANCORP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
52463G 10 5
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      o  Rule 13d-1(b)

      þ  Rule 13d-1(c)

      o  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 
 

 

                     
CUSIP No.
 
52463G 10 5
 

 

           
1   NAMES OF REPORTING PERSONS

The Legacy Banks Foundation
20-3661535
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)    o
  (b)    o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   763,600
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   763,600
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  763,600
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  8.8% of 8,631,732 shares of Common Stock outstanding as of December 31, 2010.
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

Item 1(a).   Name of Issuer
Legacy Bancorp, Inc.
Item 1(b).   Address of Issuer’s Principal Executive Offices
99 North Street
Pittsfield, MA 01202
Item 2(a).   Name of Person Filing
The Legacy Banks Foundation
Item 2(b).   Address of Principal Business Office or, if none, Residence
99 North Street
Pittsfield, MA 01202
Item 2(c).   Citizenship
State of Delaware
Item 2(d).   Title of Class of Securities
Common Stock, par value $0.01 per share
Item 2(e).   CUSIP Number
52463G 10 5
Item 3.   IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS:
Not Applicable.
Item 4.   Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)   Amount beneficially owned:
 
      763,600
 
  (b)   Percent of class:
 
      8.8% of 8,631,732 shares of Common Stock outstanding as of December 31, 2010.

 

 

  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote:
 
      763,600
 
  (ii)   Shared power to vote or to direct the vote:
 
      0
 
  (iii)   Sole power to dispose or to direct the disposition of:
 
      763,600
 
  (iv)   Shared power to dispose or to direct the disposition of:
 
      0
The Legacy Banks Foundation (the “Foundation”) was formed in connection with the conversion of the holding company structure of Legacy Banks (the wholly owned subsidiary of Legacy Bancorp, Inc.) from mutual to stock ownership. Under the terms of the approval from the Massachusetts Commissioner of Banks authorizing the establishment of the Foundation, shares of Common Stock owned by the Foundation are required to be voted in the same ratio as all other shares of Common Stock on all proposals presented to stockholders for consideration.
Item 5.   Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6.   Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7.   Identification and Classification of the Subsidiary Which 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 I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
 
February 14, 2011
Date
  		 
  /s/ J. Williar Dunlaevy    
  Signature   
     
  J. Williar Dunlaevy    
  CEO and Chairman of the Board of
The Legacy Banks Foundation  		 

 

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