Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 1)
|
Carver
Bancorp, Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
14687510
|
|
(CUSIP
Number)
|
|
Roy
Swan
Carver
Federal Savings Bank
75
West 125th
Street
New
York, New York 10027; (212) 360-8820
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
|
June
09, 2006
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|
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨.
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §§ 13d-7 for other parties to whom
copies are to be sent.
*
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
disclosures provided in a prior cover page.
The
information required on 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. 14687510
|
|
1
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Deborah
C. Wright
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|||||||
|
2
|
Check
the Appropriate box if a Member of a Group (See
Instructions)
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|||||||
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(a)
(b)
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||||||||
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3
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SEC
Use Only
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|||||||
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4
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Source
of Funds (See Instructions)
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|||||||
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SC
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||||||||
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
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|||||||
|
6
|
Citizenship
or Place of Organization
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|||||||
|
United
States of America
|
||||||||
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Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
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7
|
Sole
Voting Power
181,080*
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||||||
|
8
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Shared
Voting Power
0
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|||||||
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9
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Sole
Dispositive Power
181,080*
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|||||||
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10
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Shared
Dispositive Power
0
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|||||||
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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|||||||
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181,080*
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||||||||
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Iinstructions)
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|||||||
|
13
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Percent
of Class Represented by Amount in Row (11)
|
|||||||
|
7.2%
of shares of Common Stock
|
||||||||
|
14
|
Type
of Reporting Person (See Instructions)
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|||||||
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IN
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||||||||
*
Includes 151,358 shares which may be acquired by Ms. Wright pursuant to options
granted under Carver
Bancorp, Inc.’s 1995 Stock Option Plan.
ITEM
1.
SECURITY
AND ISSUER
This
Amendment No. 1 to Schedule 13D (the “Amendment”) amends and supplements the
Schedule 13D, dated August 31, 2004, filed by Carver Bancorp, Inc.
(“Carver”), a Delaware corporation having its principal executive offices at 75
West 125th
Street,
New York, New York 10027, with respect to the ownership of its shares of common
stock, par value $0.01 per share (the “Common Stock”) and options to purchase
the Common Stock (“Options”).
ITEM
2.
IDENTITY
AND BACKGROUND
This Amendment
is being filed by Deborah C. Wright whose business address is Carver Federal
Savings Bank, 75 West 125th
Street,
New York, New York 10027. Ms. Wright is the Chairman and Chief Executive Officer
and a Director of Carver, located at the address set forth above. Ms. Wright
has
never been convicted in a criminal proceeding nor has she ever been a party
to a
civil or criminal proceeding before any administrative or judicial body
resulting in a judgment, decree or final order to which she is or was subject.
Ms. Wright is a United States citizen.
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As
compensation for her services, on
June 24, 2003, Ms. Wright was awarded Options under Carver’s 1995 Stock Option
Plan (“Option Plan”) to purchase 20,000 shares of Common Stock at a price per
share of $16.41, 6,667 of which vested on each of June 24, 2005 and 2006.
Ms.
Wright has not exercised her right to purchase these shares. As compensation
for
her services, on
June 24, 2004, Ms. Wright was awarded Options under the Option Plan to purchase
15,000 shares of Common Stock at a price per share of $19.63, 5,000 of which
vested on each of June 24, 2005 and 2006. Ms.
Wright has not exercised her right to purchase these shares. As compensation
for
her services, on
June 9, 2005, Ms. Wright was awarded Options under the Option Plan to purchase
13,581 shares of Common Stock at a price per share of $17.13, 1,358 of which
vested on June 9, 2006. Ms.
Wright has not exercised her right to purchase these shares.
As
compensation for her services,
on
June 24, 2003, Ms. Wright was awarded 2,500 shares of restricted stock under
Carver’s Management Recognition Plan (“MRP”), 833 of which vested on June 24,
2005 and 834 of which vested on June 24, 2006. As
compensation for her services, on
June 24, 2004, Ms. Wright was awarded 2,500 shares of restricted stock under
the
MRP, 833 of which vested on each of June 24, 2005 and 2006. As
compensation for her services, on
June 9, 2005, Ms. Wright was awarded 5,432 shares of restricted stock under
the
MRP, 543 shares of which vested on June 9, 2006.
The
Bank maintains an Employee
Stock Ownership Plan, and the account maintained under such plan for the benefit
of Ms. Wright holds 7,794 shares of Common Stock, all of which have vested
as of
December 31, 2005 and 5,009 of which vested between the Schedule 13D,
dated August 31, 2004, filed by Carver and the date of this
Amendment.
ITEM
4.
PURPOSE
OF TRANSACTION
Ms. Wright acquired the Common Stock and Options giving rise to the filing
of
this Amendment from Carver as compensation for her services.
(a) Except
for additional Common Stock and Options that Ms. Wright may be awarded or have
a
right to acquire pursuant to Carver’s 2006 Stock Incentive Plan, which will
become effective only if approved by Carver’s shareholders, the MRP and the
Employee Stock Ownership
Plan,
Ms. Wright has no plans or proposals to acquire additional securities of Carver.
Ms. Wright intends to review her investment in Common Stock on a continuing
basis and may, at any time, consistent with her obligations under federal and
state securities laws, determine to increase or decrease her ownership of Common
Stock through purchases or sales in the open market or in privately negotiated
transactions.
Other than described above, Ms. Wright currently has no plan or proposals which
relate to, or may result in, any of the matters listed in Items 4(a) through
(j)
of Schedule 13D. However, Ms. Wright retains her right to modify her plans
with
respect to the transactions described in this Item 4 to acquire or dispose
of
Common Stock and to formulate plans and proposals which could result in the
occurrence of any such events, subject to applicable laws and
regulations.
ITEM
5.
INTEREST
IN SECURITIES OF CARVER
(a) and (b) The
following table sets forth the number of shares of Common Stock of Carver that
are beneficially owned by Ms. Wright, together with the percentage of such
Common Stock beneficially owned by Ms. Wright, as of the date hereof. Ms. Wright
has sole power to vote and dispose of the shares of Common Stock that are
beneficially owned by her.
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Name
|
Number
of Common Stock Beneficially Owned
|
Percentage
of Common Stock Beneficially Owned
|
||
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Deborah
C. Wright
|
181,0801
Includes 151,358 shares which may be acquired by Ms. Wright pursuant
to
options granted under the Option Plan.
|
7.24%
|
________________________________
1Includes
151,358 shares which may be acquired by Ms. Wright pursuant to options
granted
under the Option Plan.
(c)
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Name
|
Date
of Transaction
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Amount
of Securities Involved
|
Price
per Share
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Where
and How the Transaction was Effected
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||||
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Deborah
C. Wright
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June
09, 2006
|
543
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n/a2
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Grant
through MRP
|
||||
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Deborah
C. Wright
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June
24, 2006
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833
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n/a3
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Grant
through MRP
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||||
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Deborah
C. Wright
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June
24, 2006
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834
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n/a4
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Grant
through MRP
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||||
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Deborah
C. Wright
|
June
09, 2006
|
1,358
|
n/a5
|
Grant
through Option Plan
|
||||
|
Deborah
C. Wright
|
June
24, 2006
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5,000
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n/a6
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Grant
through Option Plan
|
||||
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Deborah
C. Wright
|
June
24, 2006
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6,667
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n/a7
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Grant
through Option Plan
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(d) To
Ms.
Wright’s knowledge, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
class of securities reported on this statement.
(e) Not
applicable.
ITEM
6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATION-SHIPS WITH RESPECT TO SECURITIES OF
CARVER
None.
ITEM
7.
MATERIAL
REQUIRED TO BE FILED AS EXHIBITS
None.
________________________________
2543
shares of restricted stock vested on June 9, 2006 pursuant to a June 9,
2005
grant in which Ms. Wright was awarded 5,432 shares of restricted stock
under the
MRP.
3
833
shares of restricted stock vested on June 24, 2006 pursuant to a June 24,
2004
grant in which Ms. Wright was awarded 2,500 shares of restricted stock
under the
MRP.
4
834
shares of restricted stock vested on June 24, 2006 pursuant to a June 24,
2003
grant in which Ms. Wright was awarded 2,500 shares of restricted stock
under the
MRP.
5
On June
9, 2005, Ms. Wright was awarded options to purchase 13,581 shares of Common
Stock with an exercise price per share of $17.13; options to purchase 1,358
shares of Common Stock vested on June 9, 2006. Ms. Wright has not exercised
her
right to purchase these shares.
6
On June
24, 2004, Ms. Wright was awarded options to purchase 15,000 shares of Common
Stock with an exercise price per share of $19.63;
options
to purchase 5,000 shares of Common Stock vested on June 24, 2006. Ms. Wright
has
not exercised her right to purchase these shares.
7
On June
24, 2003, Ms. Wright was awarded options to purchase 20,000 shares of Common
Stock with an exercise price per share of $16.41; options to purchase 6,667
shares of Common Stock vested on June 24, 2006. Ms. Wright has not exercised
her
right to purchase these shares.
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.
October
13, 2006
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/s/
Deborah C. Wright
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Deborah
C. Wright
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