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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Gouverneur Bancorp, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 |
| (Title of Class of Securities) |
| 38358M109 |
| (CUSIP Number) |
| September 30, 2024 |
| (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) |
| ☒ | Rule 13d-1(c) |
| ☐ | 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).
| CUSIP No. 38358M109 |
| (1) |
Name of Reporting Person
Exploration Capital, LLC |
| (2) | Check the Appropriate Box if a Member of a Group |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC Use Only |
| (4) |
Citizenship or Place of Organization
Delaware |
| Number of shares beneficially owned by each reporting person with: |
(5) |
Sole Voting Power
None |
| (6) |
Shared Voting Power
94,899 | |
| (7) |
Sole Dispositive Power
None | |
| (8) |
Shared Dispositive Power
94,899 |
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,899 |
| (10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable. |
| (11) |
Percent of Class Represented by Amount in Row (9)
8.6% |
| (12) |
Type of Reporting Person
OO |
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| CUSIP No. 38358M109 |
| (1) |
Name of Reporting Person
Stephen L. Gustin |
| (2) | Check the Appropriate Box if a Member of a Group |
| (a) ☐ | |
| (b) ☐ | |
| (3) | SEC Use Only |
| (4) |
Citizenship or Place of Organization
United States |
| Number of shares beneficially owned by each reporting person with: |
(5) |
Sole Voting Power
None |
| (6) |
Shared Voting Power
94,899 | |
| (7) |
Sole Dispositive Power
None | |
| (8) |
Shared Dispositive Power
94,899 |
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,899 |
| (10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable. |
| (11) |
Percent of Class Represented by Amount in Row (9)
8.6% |
| (12) |
Type of Reporting Person
IN |
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ITEM 1(A) NAME OF ISSUER:
Gouverneur Bancorp, Inc.
ITEM 1(B) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
42 Church Street
Gouverneur, NY 13642
ITEM 2 (A) NAME OF PERSON FILING:
Exploration Capital, LLC
Stephen L. Gustin
ITEM 2 (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
250 East 200 South, Floor 16
Salt Lake City, UT 84111
ITEM 2 (C) CITIZENSHIP:
Exploration Capital, LLC – Delaware
Stephen L. Gustin – United States
ITEM 2 (D) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value per share (“Common Stock”).
ITEM 2 (E) CUSIP Number:
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:
This statement is filed pursuant to Rule 13d-1(c).
ITEM 4. OWNERSHIP
See the Cover Pages for each Reporting Person.
ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS
Not Applicable.
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.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. 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, other than activities solely in connection with a nomination under § 240.14a-11.
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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.
| Dated: | 11/14/2024 | |
| Exploration Capital, LLC | ||
| Signature. | /s/ Stephen L. Gustin | |
| Stephen L. Gustin | ||
| Managing Partner | ||
| Stephen L. Gustin | ||
| Signature. | /s/ Stephen L. Gustin | |
| Stephen L. Gustin | ||
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