Amended Statement of Ownership (sc 13g/a)
01 Februar 2022 - 10:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Seneca Financial Corp.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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817061104
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(CUSIP Number)
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Mr. Joseph Stilwell
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200 Calle del Santo Cristo
Segundo Piso
San Juan, Puerto Rico 00901
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Telephone: (787) 985-2193
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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December 31, 2021
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ 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 disclosures provided in a prior cover page.
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).
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CUSIP No. 817061104
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13G
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Page 2 of 8 pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stilwell Partners, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
113,947
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
113,947
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,947
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96%
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 817061104
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13G
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Page 3 of 8 pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stilwell Value LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
113,947
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
113,947
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,947
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96%
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 817061104
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13G
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Page 4 of 8 pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph Stilwell
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
113,947
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
113,947
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,947
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 817061104
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13G
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Page 5 of 8 pages
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Explanatory Note: The Reporting Persons filed their initial
Schedule 13G on February 1, 2021 (the “Original Schedule 13G”). This filing amends the information disclosed in the Original
Schedule 13G. As of December 31, 2021, the Reporting Persons held an aggregate of 113,947 shares of common stock of the Issuer. The above
percent is based on 1,912,959 shares of common stock outstanding as of August 13, 2020, as disclosed in the Issuer’s Form 10-Q
filed with the Securities and Exchange Commission on August 14, 2020.
Item 1.
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(a)
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Name of Issuer
Seneca Financial Corp. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
35 Oswego Street
Baldwinsville, New York 13027
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Item 2.
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(a)
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Name of Person Filing
This Schedule 13G is being jointly filed by Stilwell Partners, L.P.,
a Delaware limited partnership (“Stilwell Partners”); Stilwell Value LLC, a Delaware limited liability company (“Stilwell
Value LLC”) and the general partner of Stilwell Partners; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC.
The filers of this statement are collectively referred to herein as the “Group.”
This statement is filed by Joseph Stilwell with respect to the shares
of Common Stock of the Issuer, par value $0.01 per share (the “Common Stock”), beneficially owned by Joseph Stilwell, including
shares of Common Stock held in the names of Stilwell Partners, in Joseph Stilwell’s capacities as the managing member and owner
of Stilwell Value LLC.
The Joint Filing Agreement of the members of the Group is attached
as Exhibit 1 to the Original Schedule 13G.
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(b)
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Address of the Principal Office or, if none, residence
The business address of Stilwell Partners and Stilwell Value LLC is
111 Broadway, 12th Floor, New York, New York 10006. The business address of Joseph
Stilwell is 200 Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901.
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(c)
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Citizenship
Stilwell Partners is organized under the laws of Delaware as a limited
partnership. Stilwell Value LLC is organized under the laws of Delaware as a limited liability company. Joseph Stilwell is a citizen of
the United States.
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(d)
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Title of Class of Securities
Common Stock, par value $0.01 per share
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(e)
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CUSIP Number
817061104
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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CUSIP No. 817061104
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13G
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Page 6 of 8 pages
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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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.
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(a)
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Amount beneficially owned: 113,947 shares of Common Stock.
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(b)
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Percent of class: 5.96%, calculated based on the number of outstanding shares of Common Stock, 1,912,959, reported as the number of outstanding shares as of August 13, 2020, in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote:
The members of the Group share the power to vote or direct the vote
of 113,947 shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC,
which is the general partner of Stilwell Partners, Joseph Stilwell has the power to direct the affairs of Stilwell Partners, including
the voting of shares of Common Stock held in the name of Stilwell Partners. Therefore, Joseph Stilwell is deemed to share voting power
with Stilwell Value and Stilwell Partners with regard to those shares of Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of:
The members of the Group share the power to dispose or to direct the
disposition of 113,947 shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC,
which is the general partner of Stilwell Partners, Joseph Stilwell has the power to direct the affairs of Stilwell Partners, including
the disposition of shares of Common Stock held in the name of Stilwell Partners. Therefore, Joseph Stilwell is deemed to share disposition
power with Stilwell Value and Stilwell Partners with regard to those shares of Common Stock.
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CUSIP No. 817061104
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13G
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Page 7 of 8 pages
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ☐ .
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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.
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CUSIP No. 817061104
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13G
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Page 8 of 8 pages
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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.
Date: February 1, 2022
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STILWELL PARTNERS, L.P.
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By:
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STILWELL VALUE LLC
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General Partner
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/s/ Megan Parisi
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By:
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Megan Parisi
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Member
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STILWELL VALUE LLC
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/s/ Megan Parisi
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By:
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Megan Parisi
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Member
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JOSEPH STILWELL
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/s/ Joseph Stilwell*
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Joseph Stilwell
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*/s/ Megan Parisi
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Megan Parisi
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Attorney-In-Fact
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