1

NAMES OF REPORTING PERSONS

 

 

Sound Financial Bancorp, Inc. Employee Stock Ownership Plan

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☒

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Not applicable

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

-0-

 

 

 

 

6

SHARED VOTING POWER

 

 

195,528

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

-0-

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

195,528

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

195,528

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

7.7%

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

EP

 

 

 

 

NAME OF ISSUER:

 

Sound Financial Bancorp, Inc.

 

ITEM 1(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

2005 5th Avenue, Second Floor

Seattle, Washington 98121

 

ITEM 2(a)

NAME OF PERSON FILING:

Sound Financial Bancorp, Inc. Employee Stock Ownership Plan (the "Plan")

 

ITEM 2(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

 

The business address of the Plan is:

 

c/o Sound Financial Bancorp, Inc.

2005 5th Avenue, Second Floor

Seattle, Washington 98121

 

ITEM 2(c)

CITIZENSHIP:

 

Not applicable.

 

ITEM 2(d)

TITLE OF CLASS OF SECURITIES

 

Common stock, par value $.01 per share (the "Common Stock").

 

ITEM 2(e)

CUSIP NUMBER:  83607A100

ITEM 3

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR 240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

[    ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

[    ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[    ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

[    ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

[    ]

An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)

[X ]

An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)

[    ]

A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)

[    ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[    ]

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);

(k)

[    ]

Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

ITEM 4

OWNERSHIP:

 

The Plan holds an aggregate of 195,528 shares of Common Stock (7.7% of the outstanding shares), with respect to which the trustee of the Plan (the "Trustee") has shared voting and dispositive powers.

 

The Trustee may be deemed to beneficially own the 195,528 shares held by the Plan.  However, the Trustee expressly disclaims beneficial ownership of all of such shares.  Other than the shares held by the Plan, the Trustee does not beneficially own any shares of Common Stock. 

 

Pursuant to the Plan, participants are entitled to instruct the Trustee as to the voting of the shares allocated to their Plan accounts.  On each issue with respect to which shareholders are entitled to vote, the Trustee is required to vote the shares held by the Plan which have not been allocated to participant accounts in the manner directed under the Plan.

 

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 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.

 

CERTIFICATIONS

 

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.

 

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.

Date: February 11, 2015

SOUND FINANCIAL BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN

By:

/s/ Tony Panagiotu_____________________________

 

Managing Member

Name:

Tony Panagiotu