PB Bancorp : Statement of acquisition of beneficial ownership by individuals (Amendment)

SECURITIES & EXCHANGE COMMISSION EDGAR FILING

PB Bancorp, Inc.

Form: SC 13G/A

Date Filed: 2020-02-14

Corporate Issuer CIK: 1652106

© Copyright 2020, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)

PB BANCORP, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

70454T100

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of This Statement)

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

• ] Rule 13d-1(b) [X] 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 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 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).

(Continued on following pages)

CUSIP NO. 70454T100			13G	Page 2 of 9 Pages
1	NAMES OF REPORTING PERSONS
	M3 FUNDS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[	]
					(b)	[	]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	STATE OF DELAWARE, UNITED STATES OF AMERICA
		5	SOLE VOTING POWER
			N/A
	NUMBER OF	6	SHARED VOTING POWER
	SHARES		0 shares of Common Stock
BENEFICIALLY
OWNED BY EACH	7	SOLE DISPOSITIVE POWER
	REPORTING
	PERSON WITH		N/A
		8	SHARED DISPOSITIVE POWER
			0 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0% of the outstanding shares of Common Stock
12	TYPE OF REPORTING PERSON
	OO (Limited Liability Company)

CUSIP NO. 70454T100			13G	Page 3 of 9 Pages
1	NAMES OF REPORTING PERSONS
	M3 PARTNERS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[	]
						(b)	[	]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	STATE OF DELAWARE, UNITED STATES OF AMERICA
			5	SOLE VOTING POWER
				N/A
	NUMBER OF	6	SHARED VOTING POWER
	SHARES		0 shares of Common Stock
BENEFICIALLY
OWNED BY EACH		7	SOLE DISPOSITIVE POWER
	REPORTING
	PERSON WITH		N/A
			8	SHARED DISPOSITIVE POWER
				0 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0% of the outstanding shares of Common Stock
12	TYPE OF REPORTING PERSON
	PN (Limited Partnership)

CUSIP NO. 70454T100			13G	Page 4 of 9 Pages
1	NAMES OF REPORTING PERSONS
	M3F, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[	]
					(b)	[	]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	STATE OF UTAH, UNITED STATES OF AMERICA
		5	SOLE VOTING POWER
			N/A
	NUMBER OF	6	SHARED VOTING POWER
	SHARES		0 shares of Common Stock
BENEFICIALLY
OWNED BY EACH	7	SOLE DISPOSITIVE POWER
	REPORTING
	PERSON WITH		N/A
		8	SHARED DISPOSITIVE POWER
			0 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0% of the outstanding shares of Common Stock
12	TYPE OF REPORTING PERSON
	CO, IA

CUSIP NO. 70454T100			13G	Page 5 of 9 Pages
1	NAMES OF REPORTING PERSONS
	Jason A. Stock
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[	]
					(b)	[	]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
		5	SOLE VOTING POWER
			N/A
	NUMBER OF	6	SHARED VOTING POWER
	SHARES		0 shares of Common Stock
BENEFICIALLY
OWNED BY EACH	7	SOLE DISPOSITIVE POWER
	REPORTING
	PERSON WITH		N/A
		8	SHARED DISPOSITIVE POWER
			0 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0% of the outstanding Common Stock
12	TYPE OF REPORTING PERSON
	IN

CUSIP NO. 70454T100			13G	Page 6 of 9 Pages
1	NAMES OF REPORTING PERSONS
	William C. Waller
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[	]
					(b)	[	]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
		5	SOLE VOTING POWER
			N/A
	NUMBER OF	6	SHARED VOTING POWER
	SHARES		0 shares of Common Stock
BENEFICIALLY
OWNED BY EACH	7	SOLE DISPOSITIVE POWER
	REPORTING
	PERSON WITH		N/A
		8	SHARED DISPOSITIVE POWER
			0 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0% of the outstanding Common Stock
12	TYPE OF REPORTING PERSON
	IN

Item 1.

(a)

Name of Issuer:

PB Bancorp, Inc. (the "Issuer")

1. Address of Issuer's Principal Executive Offices:

40 Main Street

Putnam, CT 06260

Item 2.

(a)

Name of Persons Filing:

M3 Funds, LLC

M3 Partners, LP

M3F, Inc.

Jason A. Stock

William C. Waller

1. Address of Principal Business Office or, if None, Residence: For all persons filing:
   10 Exchange Place, Suite 510 Salt Lake City, UT 84111
2. Citizenship:
   M3 Funds, LLC is a Delaware limited liability company
   M3 Partners, LP is a Delaware limited partnership M3F, Inc. is a Utah corporation
   Mr. Stock and Mr. Waller are United States citizens
3. Title of Class of Securities: Common Stock
4. CUSIP Number:

70454T100

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable. Filed pursuant to Rule 13d-1(c).

Item 4.	Ownership.
		M3 Funds, LLC	M3 Partners, LP	M3F, Inc.	Jason A. Stock	William C. Waller
(a) Amount Beneficially Owned:	0	0	0	0	0
(b) Percent of Class:	0%	0%	0%	0%	0%
(c) Number of Shares to Which Reporting Person Has:
(i) Sole Voting Power:	N/A	N/A	N/A	N/A	N/A
(ii) Shared Voting Power:	0	0	0	0	0
(iii) Sole Dispositive Power:	N/A	N/A	N/A	N/A	N/A
(iv) Shared Dispositive Power:	0	0	0	0	0
	The reported shares are the Issuer's common stock.
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 [X].
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary That 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, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to
	above 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 each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: February 12, 2020

M3 PARTNERS, LP

By:	M3 Funds, LLC, General Partner

By: /s/ Jason A. Stock

Name: Jason A. Stock

Title: Manager

Date: February 12, 2020

M3 FUNDS, LLC

By: /s/ Jason A. Stock

Name: Jason A. Stock

Title: Manager

Date: February 12, 2020

M3F, INC.

By: /s/ Jason A. Stock

Name: Jason A. Stock

Title: Managing Director

Date: February 12, 2020

/s/ Jason A. Stock

Jason A. Stock

Date: February 12, 2020

/s/ William C. Waller

William C. Waller