Stilwell Files 9th Amendment to Sound Financial Bancorp Stake

TL;DR

**Activist investor Joseph Stilwell just filed an amendment to his stake in Sound Financial Bancorp, signaling an update to his position.**

AI Summary

Joseph Stilwell filed an Amendment No. 9 to Schedule 13D on February 15, 2024, updating his beneficial ownership in Sound Financial Bancorp, Inc. The event requiring this filing occurred on February 14, 2024, pertaining to the company's Common Stock, par value $0.01 per share. This amendment updates a previously reported position by Stilwell.

Why It Matters

An amendment to a Schedule 13D indicates a change in a significant shareholder's position or investment intent, which can signal ongoing activist involvement or a shift in strategy that may influence the company's stock price or future direction.

Risk Assessment

Risk Level: medium — The filing of an SC 13D/A by an activist investor like Joseph Stilwell indicates ongoing involvement, which can introduce both opportunities and uncertainties for the company.

Key Numbers

• 83607A100 — CUSIP Number (identifies the class of securities)
• $0.01 — Par Value per share (par value of the Common Stock)

Key Players & Entities

• Joseph Stilwell (person) — filer
• Sound Financial Bancorp, Inc. (company) — subject company

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $578,990.97 — ist Investments has expended a total of $578,990.97 to acquire 15,783 shares of Common Stoc

Filing Documents

• sc13da910318023_02152024.htm (SC 13D/A) — 305KB
• 0000921895-24-000508.txt ( ) — 306KB

Security and Issuer

Item 1. Security and Issuer This is the ninth amendment (this “Ninth Amendment”) to the original Schedule 13D, which was filed on August 24, 2012 (the “Original Schedule 13D”), and amended on January 22, 2013 (the “First Amendment”), on May 2, 2013 (the “Second Amendment”), on July 2, 2015 (the “Third Amendment”), on August 25, 2020 (the “Fourth Amendment”), on July 5, 2022 (the “Fifth Amendment”), on May 12, 2023 (the “Sixth Amendment”), on August 1, 2023 (the “Seventh Amendment”), and on November 3, 2023 (the “Eighth Amendment”). This Ninth Amendment is being filed jointly by Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”); Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”); Stilwell Partners, L.P., a Delaware limited partnership (“Stilwell Partners”); Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners VII”); Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value LLC”), and the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners and Stilwell Value Partners VII; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC (collectively, the “Group”). The amended joint filing agreement of the members of the Group was filed as Exhibit 5 to the Fourth Amendment. This statement relates to the common stock, par value $0.01 per share (“Common Stock”), of Sound Financial Bancorp, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 2400 3rd Avenue, Suite 150, Seattle, Washington 98121.

Identity and Background

Item 2. Identity and Background (a)-(c) This statement is filed by Joseph Stilwell with respect to the shares of Common Stock beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners and Stilwell Value Partners VII in Joseph Stilwell’s capacities as the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners and Stilwell Value Partners VII. The business address of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value Partners VII 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. The principal employment of Joseph Stilwell is investment management. Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners and Stilwell Value Partners VII are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners and Stilwell Value Partners VII, and related partnerships. 8 CUSIP No. 83607A100 (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Joseph Stilwell is a citizen of the United States.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Since we last reported purchases and sales of Common Stock (see the Eighth Amendment), Stilwell Activist Fund has not expended any monies to acquire shares of Common Stock. Such funds were provided from Stilwell Activist Fund’s working capital and may, from time to time, be provided in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business. Since we last reported purchases and sales of Common Stock (see the Eighth Amendment), Stilwell Activist Investments has expended a total of $578,990.97 to acquire 15,783 shares of Common Stock. Such funds were provided from Stilwell Activist Investments’ working capital and may, from time to time, be provided in part by margin account loans from subsidiaries of Morgan Stanley, Interactive Brokers or Velocity Clearing LLC extended in the ordinary course of business. Since we last reported purchases and sales of Common Stock (see the Eighth Amendment), Stilwell Value Partners VII has not expended any monies to acquire shares of Common Stock. Such funds were provided from Stilwell Value Partners VII’s working capital and may, from time to time, be provided in part by margin account loans from subsidiaries of Interactive Brokers extended in the ordinary course of business. Since we last reported purchases and sales of Common Stock (see the Eighth Amendment), Stilwell Partners has not expended any monies to acquire shares of Common Stock. Such funds were provided from Stilwell Partners’ working capital and may, from time to time, be provided in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business. All purchases of shares of Common Stock made by the Group using funds borrowed from subsidiaries of Interactive Brokers or Morgan Stanley, if any, were made in margin transactions on their usual terms and conditions. All or part of the shares of

Purpose of Transaction

Item 4. Purpose of Transaction We are filing this Ninth Amendment to announce that the Issuer will nominate our Director of Research, Corissa B. Porcelli, for election to the Issuer’s board of directors at its upcoming annual meeting of stockholders in May (the “Annual Meeting”). On February 14, 2024, the Issuer announced its director nominees for election at the Annual Meeting in its Form 8-K, which nominees include Ms. Porcelli. We intend to work with management and the board of directors to maximize shareholder value. Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. We do not believe the value of the Issuer’s assets is adequately reflected in the current market price of the Issuer’s Common Stock. Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Since 2000, members or affiliates of the Group have taken an ‘activist position’ in 74 other publicly-traded companies. Currently, members or affiliates of the Group file Schedules 13D to disclose greater than 5% positions only in SEC-reporting companies. For simplicity, these affiliates are referred to below as the “Group,” “we,” “us,” or “our.” In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies’ assets were not adequately r

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View this SC 13D/A filing on SEC EDGAR