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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Gouverneur Bancorp, Inc./MD/ (Name of Issuer) |
Common Stock (Title of Class of Securities) |
38358M109 (CUSIP Number) |
11/01/2023 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 38358M109 |
| 1 | Names of Reporting Persons
Minerva Advisors LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
78,421.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 38358M109 |
| 1 | Names of Reporting Persons
MINERVA GROUP L P | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,021.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 38358M109 |
| 1 | Names of Reporting Persons
Minerva GP, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,021.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 38358M109 |
| 1 | Names of Reporting Persons
Minerva GP, Inc. | ||||||||
| 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
PENNSYLVANIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,021.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 38358M109 |
| 1 | Names of Reporting Persons
Cohen David P. | ||||||||
| 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
PENNSYLVANIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
78,421.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Gouverneur Bancorp, Inc./MD/ | |
| (b) | Address of issuer's principal executive offices:
42 CHURCH STREET, GOUVERNEUR, NEW YORK, 13642. | |
| Item 2. | ||
| (a) | Name of person filing:
Minerva Advisors LLCMinerva Group, LPMinerva GP, LPMinerva GP, Inc.David P. Cohen | |
| (b) | Address or principal business office or, if none, residence:
50 Monument Road, Suite 201Bala Cynwyd, PA 19004 | |
| (c) | Citizenship:
David P. Cohen is a U.S. Citizen.Minerva Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under Delaware law.Minerva GP, Inc. is organized under Pennsylvania law. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
38358M109 | |
| Item 3. | If this statement is filed pursuant to §§ 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Minerva Advisors LLC* - 78,421Minerva Group, LP - 60,021Minerva GP, LP* - 60,021Minerva GP, Inc.* - 60,021David P. Cohen* - 78,421*Each of these reporting persons is deemed a beneficial owner of the 60,021 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 78,421 shares of the Issuer beneficially owned by Minerva Advisors LLC. | |
| (b) | Percent of class:
Minerva Advisors LLC* - 7.1%Minerva Group, LP - 5.4%Minerva GP, LP* - 5.4%Minerva GP, Inc.* - 5.4%David P. Cohen* - 7.1%*Each of these reporting persons is deemed a beneficial owner of the 5.4% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 7.1% of the shares of the Issuer beneficially owned by Minerva Advisors LLC.Based on a total of 1,107,134 shares of the Issuer's Common Stock outstanding as of December 24, 2023, as reported in the Issuer's Quarterly Report on Form 10-K for the period ended September 30, 2023. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Minerva Advisors LLC* - 60,021Minerva Group, LP - 60,021Minerva GP, LP* - 60,021Minerva GP, Inc.* - 60,021David P. Cohen* - 60,021*Each of these reporting persons is deemed a beneficial owner of the 60,021 shares of the Issuer held by Minerva Group, LP. | ||
| (ii) Shared power to vote or to direct the vote:
Minerva Advisors LLC - 18,400David P. Cohen** - 18,400**David P. Cohen is deemed a beneficial owner of the 18,400 shares of the Issuer beneficially owned by Minerva Advisors LLC. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Minerva Advisors LLC* - 60,021Minerva Group, LP - 60,021Minerva GP, LP* - 60,021Minerva GP, Inc.* - 60,021David P. Cohen* - 60,021*Each of these reporting persons is deemed a beneficial owner of the 60,021 shares of the Issuer held by Minerva Group, LP. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Minerva Advisors LLC - 18,400David P. Cohen** - 18,400**David P. Cohen is deemed a beneficial owner of the 18,400 shares of the Issuer beneficially owned by Minerva Advisors LLC. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
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Exhibit Information
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1) PDF version of Schedule 13G2) Power of Attorney of David P. Cohen |