Sec Form 13G Filing - PRINCIPAL FINANCIAL GROUP INC (PFG) filing for Northfield Bancorp Inc. (NFBK) - 2022-01-26

CUSIP No. 

66611T108 

13G/A 

Page 1 of 5 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

SCHEDULE 13G/A 

(Amendment No. 1) * 

Under the Securities Exchange Act of 1934 

Northfield Bancorp, Inc. 

(Name of Issuer) 

Common Stock, par value $0.01 per share 

(Title of Class of Securities) 

66611T108 

(CUSIP Number) 

December 31, 2021 

(Date of Event Which Requires Filing of this Statement) 

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

x 

Rule 13d-1(b) 

o 

Rule 13d-1(c) 

o 

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). 

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).

CUSIP No. 

66611T108 

13G/A 

Page 2 of 5 

  Name of Reporting Persons. 

I.R.S. Identification No. of above persons (entities only). 

Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Directed Trustee  

for the) NORTHFIELD BANK EMPLOYEE SAVINGS PLAN and NORTHFIELD BANK AMENDED AND RESTATED EMPLOYEE STOCK OWNERSHIP PLAN 

IRS No.   51-0099493 

Check the Appropriate Box if a Member of a Group: 

(a)  o 

(b)  o 

SEC Use Only 

Citizenship or Place of Organization: 

Delaware 

Number of Shares Beneficially Owned by Each Reporting Person With: 

5. Sole Voting Power: 

0 

6. Shared Voting Power: 

3,729,911 

7. Sole Dispositive Power: 

0 

8. Shared Dispositive Power: 

3,729,911 

Aggregate Amount Beneficially owned by Each Reporting Person 

3,729,911 

Check if Aggregate Amount in Row (9) Excludes Certain Shares: 

o 

Percent of Class Represented by Amount in Row (9):  

7.57% 

Type of Reporting Person: 

EP 

CUSIP No. 

66611T108 

13G/A 

Page 3 of 5 

Item 1. 

(a) Name of Issuer: 

Northfield Bancorp Inc 

(b) Address of Issuer’s Principal Executive Offices: 

581 Main Street, Suite 810 

Woodbridge, New Jersey 07095 

Item 2. 

 (a) – (c) Name, Principal Business Address and Citizenship of Person Filing: 

Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Directed Trustee  

for the NORTHFIELD BANK EMPLOYEE SAVINGS PLAN and NORTHFIELD BANK AMENDED AND RESTATED EMPLOYEE STOCK OWNERSHIP PLAN 

1013 Centre Road Ste 300 

Wilmington DE 19805-1265 

Citizenship: 

Delaware 

    (d) Title if Class of Securities: 

Common Stock, par value $0.01 per share 

    (e) CUSIP Number: 

66611T108 

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: 

 (f) 

x 

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); 

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) 

The NORTHFIELD BANK EMPLOYEE SAVINGS PLAN and NORTHFIELD BANK AMENDED AND RESTATED EMPLOYEE STOCK OWNERSHIP PLAN (“Plans”) are subject to the Employee Retirement Income Security Act of 1974 (“ERISA”).  Delaware Charter Guarantee & Trust Company dba Principal Trust Company acts as the Directed Trustee of the NORTHFIELD BANK EMPLOYEE SAVINGS PLAN and NORTHFIELD BANK AMENDED AND RESTATED EMPLOYEE STOCK OWNERSHIP PLAN (“Trusts”).  As of December 31, 2021, the trust held 3,729,911 shares of the Issuer's common stock.  The securities reported include all shares held of record by the Tru stee.  The Trustee follows the directions of the investment fiduciary names in the plan, or other parties designated in the Plan’s trust agreement with respect to voting and disposition of shares.  The Trustee, however, is subject to certain fiduciary duties under ERISA as limited in the trust agreement.  The Trustee disclaims beneficial ownership of the shares of common stock that are the subject of this Schedule 13G. 

(b) 

The 3,729,911 shares of common stock represent 7.57% of the Issuer’s outstanding shares of common stock.  The percent of class is based on shares outstanding as of December 31, 2021, as provided by the Issuer. 

CUSIP No. 

66611T108 

13G/A 

Page 4 of 5 

(c) 

Number of shares as to which such person has: 

(i) 

Sole power to vote or direct the vote: 

0 

(ii) 

Shared power to vote or direct the vote: 

3,729,911 

(iii) 

Sole power to dispose or direct the disposition of: 

0 

(iv) 

Shared power to dispose or direct the disposition of: 

3,729,911 

Item 5.  Ownership of Five Percent or Less of 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 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 having or influencing the control of the issuer of the securities and are not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 

CUSIP No. 

66611T108 

13G/A 

Page 5 of 5 

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. 

Delaware Charter Guarantee & Trust Company 

As Directed Trustee 

/s/ Christopher Taylor 

Christopher Taykor 

COO 

January 19, 2022