pbipschedule13damend3.htm

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 4)

PRUDENTIAL BANCORP, INC.
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

74431A101
(CUSIP Number)

LAWRENCE B. SEIDMAN
100 Misty Lane, 1st Floor
Parsippany, New Jersey 07054
(973) 952-0405

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 1, 2016
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .


 
CUSIP No. 74431A101
    


1
NAME OF REPORTING PERSONS
 
Seidman and Associates, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                                (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
  139,347
8
SHARED VOTING POWER
 
   - 0 -
9
SOLE DISPOSITIVE POWER
 
139,347
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    
 
    139,347
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                     
 
    1.73%
14
TYPE OF REPORTING PERSON
 
OO
 
 

 
 
CUSIP No. 74431A101
    


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
   110,606
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
   110,606
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 110,606
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 1.37%
14
TYPE OF REPORTING PERSON
 
PN
 

 

 
CUSIP No. 74431A101
    


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
   157,905
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
  157,905
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   157,905
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   1.96%
14
TYPE OF REPORTING PERSON
 
PN


 
 
CUSIP No. 74431A101
    


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
27,780
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
    27,780
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
27,780
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.35%
14
TYPE OF REPORTING PERSON
 
PN

 

 
 
CUSIP No. 74431A101
    


1
NAME OF REPORTING PERSONS
 
LSBK06-08, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
    WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
75,393
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
          
    75,393
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
75,393
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.94%
14
TYPE OF REPORTING PERSON
 
      OO


 
CUSIP No. 74431A101
    


1
NAME OF REPORTING PERSONS
 
Broad Park Investors, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x 
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
90,698
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
90,698
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
90,698
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.13%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
CUSIP No. 74431A101
    
 


1
NAME OF REPORTING PERSONS
 
Chewy Gooey Cookies, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x 
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
22,147
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
22,147
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,147
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.27%
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 74431A101
    
 


1
NAME OF REPORTING PERSONS
 
CBPS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x  
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
83,181
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
83,181
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
83,181
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.03%
14
TYPE OF REPORTING PERSON
 
OO

 
 
 
CUSIP No. 74431A101
    
 
1
NAME OF REPORTING PERSONS
 
     2514 Multi-Strategy Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x 
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN
 
CUSIP No. 74431A101
    


1
NAME OF REPORTING PERSONS
 
Veteri Place Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
   427,085
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
427,085
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
427,085
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   5.30%
14
TYPE OF REPORTING PERSON
 
CO
 
 
CUSIP No. 74431A101
 


1
NAME OF REPORTING PERSONS
 
    JBRC I, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
   27,780
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
27,780
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   27,780
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.35 %
14
TYPE OF REPORTING PERSON
 
    OO
 
 
 
CUSIP No. 74431A101

1
NAME OF REPORTING PERSONS
 
    Sonia Seidman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                         (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
    OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
43,261
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
43,261
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,261
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    0.54%
14
TYPE OF REPORTING PERSON
 
IN


 
 

CUSIP No. 74431A101


1
NAME OF REPORTING PERSONS
 
Lawrence B. Seidman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                         (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
    OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
750,318
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
750,318
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,318
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   9.32%
14
TYPE OF REPORTING PERSON
 
IN

 
CUSIP No. 74431A101

1
NAME OF REPORTING PERSONS
 
    Dennis Pollack
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                         (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
    WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
40,999
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
40,999
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,999
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.51 %
14
TYPE OF REPORTING PERSON
 
IN

 
 
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4").  This Amendment No. 4 amends the Schedule 13D as specifically set forth.
 
 
Item 2.
Identity and Background.
 
Item 2 is is hereby amended to add the following:
 
(a-c)     This statement is also being filed by Chewy Gooey Cookies, L.P. ("Chewy"), a Delaware limited partnership formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052.  Lawrence Seidman in the investment manager of Chewy.
 
The name, residence or business address and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such emplloyment is conducted, of each executive officer and director and each controlling person, if any, of Seidman, Sonia, SAL, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri and JBRC, is set forth in Schedule A.  Seidman, Sonia Seidman, SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri and JBRC shall hereinafter be referred to as "Reporting Persons".  The Reporting Persons have formed a group with respect to the secutities of the Issuer within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
 
All Shares of the Issuer owned by 2514 MSF were sold on October 17, 2016.  Therefore, 2514 MSF is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 4.  
 
Due to the expiration of the Agreement entered into on August 29, 2014, Pollack is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 4.  The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
 
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by the Reporting Persons who will remain Reporting Persons after the filing of this Amendment No. 4 were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases (unless otherwise noted), as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase cost of the 750,318 Shares beneficially owned in the aggregate by such Reporting Persons  is approximately $8,882,582, including brokerage commissions.
 
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 8,045,544 Shares outstanding, which is the total number of Shares outstanding on November 10, 2016, as reported in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on November 16, 2016.
 
 
 
CUSIP No. 74431A101
 
 
A.  
SAL
 
(a)  
As of the close of business on December 1, 2016, SAL beneficially owned 139,347 Shares.
 
       Percentage: Approximately 1.73%.
 
(b)  
1. Sole power to vote or direct the vote: 139,347
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 139,347
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
There have not been any transactions in the Shares by SAL during the past 60 days.
 
 
B.  
SIP
 
(a)  
As of the close of business on December 1, 2016, SIP beneficially owned 110,606 Shares.
 
                               Percentage: Approximately 1.37%.
 
(b)  
1. Sole power to vote or direct the vote: 110,606
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 110,606
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIP during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
 
C.  
SIPII
 
(a)  
As of the close of business on December 1, 2016, SIPII beneficially owned 157,905 Shares.
 
Percentage: Approximately 1.96%.
 
(b)  
1. Sole power to vote or direct the vote: 157,905
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 157,905
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIPII during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
 
CUSIP No. 74431A101
 
 
D.  
SIPIII
 
(a)  
As of the close of business on December 1, 2016, SIPIII beneficially owned 27,780 Shares.
 
Percentage: Approximately 0.35%.
 
(b)  
1. Sole power to vote or direct the vote: 27,780
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 27,780
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIPIII during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
 
E.  
LSBK
 
(a)  
As of the close of business on December 1, 2016, LSBK beneficially owned 75,393 Shares.
 
Percentage: Approximately 0.94%.
 
(b)  
1. Sole power to vote or direct the vote: 75,393
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 75,393
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by LSBK during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
 
F.  
Broad Park
 
(a)  
As of the close of business on December 1, 2016, Broad Park beneficially owned 90,698 Shares.
 
Percentage: Approximately 1.13%.
 
(b)  
1. Sole power to vote or direct the vote: 90,698
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 90,698
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Broad Park during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
 
CUSIP No. 74431A101
 
 
G.  
Chewy
 
(a)  
As of the close of business on December 1, 2016, Chewy beneficially owned 22,147 Shares.
 
Percentage: Approximately 0.27%.
 
(b)  
1. Sole power to vote or direct the vote: 22,147
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 22,147
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Chewy during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
 
H.  
CBPS
 
(a)  
As of the close of business on December 1, 2016, CBPS beneficially owned 83,181 Shares.
 
Percentage: Approximately 1.03%.
 
(b)  
1. Sole power to vote or direct the vote: 83,181
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 83,181
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by CBPS during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
I.  
2514 MSF
 
(a)  
As of the close of business on December 1, 2016, 2514 MSF beneficially owned 0 Shares.
 
Percentage: Approximately 0.00%.
 
(b)  
1. Sole power to vote or direct the vote: 0
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by 2514 MSF during the past 60 days are set forth in Schedule B and are incorporated herein by reference.  2514 MSF will cease to be a Reporting Person immediately upon the filing of this Amendment No. 4.
 
 
CUSIP No. 74431A101
 
 
J.  
Veteri
 
(a)  
Veteri, (i) as the corporate general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 110,606 Shares owned by SIP and the 157,905 Shares owned by SIPII, and (ii) as the Trading Advisor of LSBK and CBPS, may be deemed the beneficial owner of the 75,393 Shares owned by LSBK and the 83,181 Shares owned by CBPS.  Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 427,085 Shares.
 
Percentage: Approximately 5.30%.
 
(b)  
1. Sole power to vote or direct the vote: 427,085
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 427,085
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Veteri has not entered into any transactions in the Shares during the past 60 days.  
 
K. 
JBRC
 
(a)  
JBRC, as the co-general partner of SIPIII, may be deemed the beneficial owner of the 27,780 Shares owned by SIPIII.
 
Percentage: Approximately 0.35%.
 
(b)  
1. Sole power to vote or direct the vote: 27,780
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 27,780
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
JBRC has not entered into any transactions in the Shares during the past 60 days.  
 
L.  
Sonia Seidman
 
(a)  
As of the close of business on December 1, 2016, Sonia Seidman beneficially owned 43,261 Shares.
 
Percentage: Approximately 0.54%.
 
(b)  
1. Sole power to vote or direct the vote: 43,261
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 43,261
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Sonia Seidman has not entered into any transactions in the Shares during the past 60 days. 
 
CUSIP No. 74431A101
 
M.  
Seidman
 
(a)  
Seidman, (i) as the manager of SAL, may be deemed the beneficial owner of the 139,347 Shares owned by SAL, (ii) as the sole officer of Veteri, the corporate general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 110,606 Shares owned by SIP and the 157,905 Shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, may be deemed the beneficial owner of the 27,780 Shares owned by SIPIII, (iv) as the sole officer of Veteri, the Trading Advisor of LSBK and CBPS, may be deemed the beneficial owner of the 75,393 Shares owned by LSBK and the 83,181 Shares owned by CBPS, (v) as the investment manager for each of Broad Park and Chewy, may be deemed the beneficial owner of the 90,698 Shares owned by Broad Park and the 22,147 Shares owned by Chewy, and (vi) as the husband of Sonia Seidman, may be deemed the beneficial owner of the 43,261 Shares owned by Sonia Seidman.  Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 750,318 Shares.  In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares.
 
Percentage: Approximately 9.33%.
 
(b)  
1. Sole power to vote or direct the vote: 750,318
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 750,318
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Seidman has not entered into any transactions in the Shares during the past 60 days.
 
 
N.  
Pollack
 
(a)  
As of the close of business on December 1, 2016, Pollack beneficially owned 40,999 Shares.
 
Percentage: Approximately 0.51%.
 
(b)  
1. Sole power to vote or direct the vote: 40,999
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 40,999
 
4. Shared power to dispose or direct the disposition: 0
 
(c) 
Pollack has not entered into any transactions in the Shares during the past 60 days.  Pollack has ceased to be a Reporting Person. 
 
 
 
        An aggregate of 791,317 Shares, constituting approximately 9.84% of the Shares outstanding, are reported by the Reporting Persons in this statement.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
 
To the best of the Reporting Persons’ knowledge, except as set forth in this Schedule 13D, none of the persons listed on Schedule A to the Schedule 13D beneficially owns any securities of the Issuer.
 
(d)  
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)  
Not applicable.
 
 
CUSIP No. 74431A101
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On December 2, 2016, the Reporting Persons who will remain Reporting Persons after the filing of this Amendment No. 4 entered into a Joint Filing Agreement in which such Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  A copy of this agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
 
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
     
   
 
        99.2 Joint Filing Agreement, dated December 1, 2016, by and among SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri, JBRC, Seidman and Sonia Seidman.
 
 
Signature Page to Prudential Bancorp Inc. Schedule 13D Amendment No. 4


SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:          December 5, 2016
SEIDMAN AND ASSOCIATES, L.L.C.
   
   
 
By:
 /ss/ Lawrence B. Seidman 
   
Lawrence B. Seidman
Manager


 
SEIDMAN INVESTMENT PARTNERSHIP, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President
 
 
 
SEIDMAN INVESTMENT PARTNERSHIP III, L.P.
     
 
By:
JBRC I, LLC its
     Co-General Partner
   
   
 
By:
   /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member

 
 
LSBK06-08, L.L.C.
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
BROAD PARK INVESTORS, L.L.C.
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
CHEWY GOOEY COOKIES, L.P.
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
CBPS, LLC
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President
 
 
 
2514 MULTI-STRATEGY FUND, L.P.
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
VETERI PLACE CORPORATION
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
JBRC I, LLC
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member
 
 
   /ss/ Sonia Seidman
 
SONIA SEIDMAN
 
 
   /ss/ Lawrence B. Seidman
 
LAWRENCE B. SEIDMAN
 
 
 /ss/ Dennis Pollack
 
DENNIS POLLACK
 
 
 
 

 
 
CUSIP No. 74431A101
 
 
 
SCHEDULE A
 
Name
Principal Business/Occupation
Principal Business Address
Citizenship
Jonathan Mandelbaum
Manager of Cavity, L.L.C., the General Partner of Chewy Gooey Cookies, L.P.
80 Main Street, Suite 510
West Orange, New Jersey 07052
United States
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 74431A101
 
 
 
SCHEDULE B
 
Transacions in the Shares During the Past 60 Days
 
 
 
Entity
Transaction Date
Per
 Share*
Cost*
Sales Proceeds*
Shares
SIP
12/1/2016
16.0500
182,937.90
  
11,398
           
SIPII
12/1/2016
16.0500
200,929.95
  
12,519
           
SIPIII
11/30/2016
16.0632
76,573.08
  
4,767
SIPIII
12/1/2016
16.0500
17,382.15
  
1,083
Total
 
 
93,955.23
  
5,850
           
LSBK
11/30/2016
16.0632
182,461.43
  
11,359
           
Broad Park
11/30/2016
16.0632
46,551.04
  
2,898
           
Chewy
11/30/2016
16.0632
131,637.60
  
8,195
           
2514 MSF
10/17/2016
14.6487
  
307,623.27
-21,000
2514 MSF
10/17/2016
14.6463
  
87,878.07
-6,000
Total
 
 
  
395,501.34
-27,000
           
CBPS
11/14/2016
14.8500
787.05
  
53
CBPS
11/23/2016
15.6522
109,095.50
  
6,970
CBPS
11/30/2016
16.0632
44,671.65
  
2,781
Total
 
 
154,554.20
  
9,804

 
*Includes brokerage commission.
 
 
CUSIP No. 74431A101
Exhibit 99.2
 
JOINT FILING AGREEMENT
 
 In accordance with Rule 13d-1(k)(l)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Prudential Bancorp Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
 
Dated:          December 2, 2016
SEIDMAN AND ASSOCIATES, L.L.C.
   
   
 
By:
 /ss/ Lawrence B. Seidman 
   
Lawrence B. Seidman
Manager


 
SEIDMAN INVESTMENT PARTNERSHIP, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President
 
 
 
SEIDMAN INVESTMENT PARTNERSHIP III, L.P.
     
 
By:
JBRC I, LLC its
     Co-General Partner
   
   
 
By:
   /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member
 
 
 
LSBK06-08, L.L.C.
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
BROAD PARK INVESTORS, L.L.C.
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
CHEWY GOOEY COOKIES, L.P.
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
CBPS, LLC
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
VETERI PLACE CORPORATION
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
JBRC I, LLC
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member
 
 
   /ss/ Sonia Seidman
 
SONIA SEIDMAN

 
   /ss/ Lawrence B. Seidman
 
LAWRENCE B. SEIDMAN