UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ESSA Bancorp, Inc.
--------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
29667D104
-----------
(CUSIP Number)
December 31, 2009
-----------------
(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 ("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).
Page 1 of 5 Pages
CUSIP NO. 29667D104 Page 2 of 5 Pages
================================================================================
1 Names of Reporting Persons
ESSA Bank & Trust Foundation
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __________
(b) __________
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Citizenship or Place of Organization
State of Delaware
--------------------------------------------------------------------------------
Number of Shares 5 Sole Voting Power
Beneficially Owned by
Each Reporting Person 1,110,900
With:
--------------------------------------------------------------------------------
6 Shared Voting Power
0
--------------------------------------------------------------------------------
7 Sole Dispositive Power
1,110,900
--------------------------------------------------------------------------------
8 Shared Dispositive Power
0
--------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,110,900
--------------------------------------------------------------------------------
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row 9
7.6% of 14,595,320 shares of Common Stock outstanding as of
December 31, 2009.
--------------------------------------------------------------------------------
12 Type of Reporting Person (See Instructions)
CO
================================================================================
CUSIP NO. 29667D104 Page 3 of 5 Pages
Item 1
(a) Name of Issuer
ESSA Bancorp, Inc.
(b) Address of Issuer's Principal Executive Offices
200 Palmer Street
Stroudsburg, Pennsylvania 18360
Item 2
(a) Name of Person Filing
ESSA Bank & Trust Foundation
(b) Address of Principal Business Office
200 Palmer Street
Stroudsburg, Pennsylvania 18360
(c) Citizenship or Place of Organization
State of Delaware
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
29667D104
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 a:
Items (a) - (j) are 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: 1,110,900.
(b) Percent of class: 7.6%.
(c) Number of shares as to which the person has:
CUSIP NO. 29667D104 Page 4 of 5 Pages
(i) Sole power to vote or to direct the vote: 1,110,900.
However, pursuant to the Foundation's Certificate of
Incorporation, the shares must be voted in the same
ratio as all other shares of common stock on all
proposals considered by stockholders.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition of:
1,110,900.
(iv) Shared power to dispose or to direct the disposition
of: 0.
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
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 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.
CUSIP NO. 29667D104 Page 5 of 5 Pages
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.
January 26, 2010
------------------
Date
/s/ Suzie T. Farley
---------------------
Signature
Suzie T. Farley, Treasurer and Secretary
----------------------------------------
Name and Title