UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )

WATERSTONE FINANCIAL, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

94188P101

(CUSIP Number)

Warren A. Mackey

40 Worth Street, 10th Floor

New York, New York 10013

(212) 370-9032

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 21, 2014

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13s-1(g), check the following box.  ¨

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).

This Document contains 13 Pages.

 

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CUSIP No. 94188P101		SCHEDULE 13D		Page 2 of 13 Pages

 

1		Names of Reporting Persons   Homestead Partners LP
2		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3		SEC Use Only
4		Source of Funds (See Instructions)   WC
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or Place of Organization   Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   829,815
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   829,815
11		Aggregate Amount Beneficially Owned by Each Reporting Person   829,815
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨
13		Percent of Class Represented by Amount in Row (11)   2.4%
14		Type of Reporting Person   PN

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CUSIP No. 94188P101		SCHEDULE 13D		Page 3 of 13 Pages

 

1		Names of Reporting Persons   Homestead Odyssey Partners LP
2		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3		SEC Use Only
4		Source of Funds (See Instructions)   WC
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or Place of Organization   Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   793,502
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   793,502
11		Aggregate Amount Beneficially Owned by Each Reporting Person   793,502
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨
13		Percent of Class Represented by Amount in Row (11)   2.3%
14		Type of Reporting Person   PN

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CUSIP No. 94188P101		SCHEDULE 13D		Page 4 of 13 Pages

 

1		Names of Reporting Persons   Arles Partners LP
2		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3		SEC Use Only
4		Source of Funds (See Instructions)   WC
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or Place of Organization   New York
Number Of Shares Beneficially Owned By Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   178,547
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   178,547
11		Aggregate Amount Beneficially Owned by Each Reporting Person   178,547
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨
13		Percent of Class Represented by Amount in Row (11)   0.5%
14		Type of Reporting Person   PN

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CUSIP No. 94188P101		SCHEDULE 13D		Page 5 of 13 Pages

 

1		Names of Reporting Persons   Arles Advisors Inc
2		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3		SEC Use Only
4		Source of Funds (See Instructions)   n/a
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or Place of Organization   New York
Number Of Shares Beneficially Owned By Each Reporting Person With				7		Sole Voting Power   0
				8		Shared Voting Power   1,801,864
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   1,801,864
11		Aggregate Amount Beneficially Owned by Each Reporting Person   1,801,864
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨
13		Percent of Class Represented by Amount in Row (11)   5.2%
14		Type of Reporting Person   CO

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CUSIP No. 94188P101		SCHEDULE 13D		Page 6 of 13 Pages

 

1		Names of Reporting Persons   Warren A. Mackey
2		Check the Appropriate Box if a Member of a Group (a)  x        (b)  ¨
3		SEC Use Only
4		Source of Funds (See Instructions)   PF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or Place of Organization   United States of America
Number Of Shares Beneficially Owned By Each Reporting Person With				7		Sole Voting Power   38,000
				8		Shared Voting Power   1,801,864
				9		Sole Dispositive Power   38,000
				10		Shared Dispositive Power   1,801,864
11		Aggregate Amount Beneficially Owned by Each Reporting Person   1,839,864
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨
13		Percent of Class Represented by Amount in Row (11)   5.4%
14		Type of Reporting Person   IN

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CUSIP No. 94188P101		SCHEDULE 13D		Page 7 of 13 Pages

 

Item 1.

Security and Issuer

This Schedule 13D relates to the common stock (“Shares”), $0.01 par value per share, of Waterstone Financial, Inc. (the “Issuer”), a Maryland corporation. The address of the principal executive offices of the Issuer is 11200 West Plank Court, Wauwatosa, Wisconsin 53226.

 

Item 2.

Identity and Background

(a) This Schedule 13D is being filed jointly by the parties identified below. All the filers of this Schedule 13D are collectively referred to as the “Reporting Group.”

 

•

Homestead Partners LP (“Homestead Partners”), a Delaware limited partnership;

 

•

Homestead Odyssey Partners LP (“Homestead Odyssey Partners”), a Delaware limited partnership;

 

•

Arles Partners LP (“Arles Partners”), a New York limited partnership;

 

•

Arles Advisors Inc (“Arles Advisors”), a New York corporation; and

 

•

Warren A. Mackey, as an individual.

Arles Advisors is the general partner of Homestead Partners, Homestead Odyssey Partners and Arles Partners. The sole shareholder, director and executive officer of Arles Advisors is Warren A. Mackey. By virtue of his position with Arles Advisors, Mr. Mackey has the sole investment discretion and voting authority with respect to the Issuer’s Shares owned by Homestead Partners, Homestead Odyssey Partners and Arles Partners. Mr. Mackey individually has the sole investment discretion and voting authority for himself. Accordingly, the Reporting Group is hereby filing a joint Schedule 13D.

(b) The principal business address of the Reporting Group is 40 Worth Street, 10th Floor, New York, New York 10013.

(c) The principal business of Homestead Partners, Homestead Odyssey Partners and Arles Partners is investing in securities. The principal business of Arles Advisors is acting as the general partner of Homestead Partners, Homestead Odyssey Partners and Arles Partners. The principal occupation of Mr. Mackey is investing in securities.

(d) During the past five years, no member of the Reporting Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, no member of the Reporting Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) Warren A. Mackey is a citizen of the United States of America.

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CUSIP No. 94188P101		SCHEDULE 13D		Page 8 of 13 Pages

 

Item 3.

Source and Amount of Funds or Other Consideration

In the aggregate, the Reporting Group owns 1,839,864 Shares acquired at an aggregate cost of $19,258,103, including brokerage commissions.

The Shares acquired by the Reporting Group were purchased with funds provided from working capital and, with regard to the Shares purchased by Warren A. Mackey, from his personal funds. All or part of the Shares owned by members of the Reporting Group may from time to time be pledged with J.P. Morgan Clearing Corporation or other banking institutions or brokerage firms as collateral for loans made by such entities to members of the Reporting Group. Such loans, if any, generally bear interest at a rate based on the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banking institutions or brokerage firms.

 

Item 4.

Purpose of Transaction

The Reporting Group purchased the Shares based on the Reporting Group’s belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Group and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Group, jointly or individually, may increase or decrease their position in the Issuer through the purchase or sale of Shares in the open market or in private transactions or otherwise on such terms and at such times as the Reporting Group may deem advisable.

The Reporting Group intends to review its investment in the Issuer on a continuing basis, engage in discussions with senior management and the board of directors of the Issuer and work with the Issuer to enhance shareholder value. Depending on various factors including, without limitation, the Issuer’s financial position and strategy and results of operations, the Reporting Group’s investment strategy, the price levels of the Shares, conditions in the securities markets and global, national and local economic and industry conditions, the Reporting Group may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, making proposals to senior management and the board of directors of the Issuer concerning changes to the Issuer’s capitalization, dividend policy, share-repurchase policy, investment and leverage strategy and operations, seeking Board representation, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing its intention with respect to any and all matters referred to in this Item 4.

No member of the Reporting Group, to the best of the Reporting Group’s knowledge, has any present plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.

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CUSIP No. 94188P101		SCHEDULE 13D		Page 9 of 13 Pages

 

Item 5.

Interest in Securities of the Issuer

(a) and (b) The percentages of Shares reported as beneficially owned by the Reporting Group and each member of the Reporting Group is based upon 34,389,312 Shares outstanding as of March 24, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Proxy Statement (Schedule 14A) filed with the Securities and Exchange Commission on April 2, 2014.

As of the close of business on May 1, 2014, the Reporting Group beneficially owned, in the aggregate, 1,839,864 Shares, representing 5.4% of the Issuer’s Shares outstanding. As the general partner of Homestead Partners, Homestead Odyssey Partners and Arles Partners, Arles Advisors may be deemed to share voting and dispositive power over the 829,815 Shares owned by Homestead Partners, the 793,502 Shares owned by Homestead Odyssey Partners and the 178,547 Shares owned by Arles Partners, representing 2.4%, 2.3% and 0.5% of the Issuer’s Shares outstanding, respectively. As the sole shareholder, director and executive officer of Arles Advisors, Warren A. Mackey may be deemed to share voting and dispositive power over the Shares owned by Homestead Partners, Homestead Odyssey Partners and Arles Partners. Mr. Mackey individually and as the person with the sole investment discretion and voting authority for himself may be deemed to beneficially own 38,000 Shares representing approximately 0.1% of the Issuer’s outstanding Shares.

(c) Exhibit B annexed hereto lists all transactions in the Shares during the past 60 days by the Reporting Group. All shares acquired as reported herein were purchased in the open market.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies, except for sharing of profits. Arles Advisors, in its capacity as general partner of Homestead Partners, Homestead Odyssey Partners and Arles Partners, and Warren A. Mackey, in his capacity as the sole shareholder, director and executive officer of Arles Advisors, are entitled to an allocation of a portion of profits.

See Item 2 above regarding disclosure of the relationships between members of the Reporting Group, which disclosure is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits

 

A.

Joint Filing Agreement by and among the Reporting Group

B.

Schedule of Transactions in the Shares

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CUSIP No. 94188P101		SCHEDULE 13D		Page 10 of 13 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: May 1, 2014

 

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CUSIP No. 94188P101		SCHEDULE 13D		Page 11 of 13 Pages

 

EXHIBIT A

Joint Filing Agreement by and Among the Reporting Group

Pursuant to Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit (and any amendments to this Schedule 13D) shall be a joint statement filed on behalf of each of the undersigned.

Date: May 1, 2014

 

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CUSIP No. 94188P101		SCHEDULE 13D		Page 12 of 13 Pages

 

EXHIBIT B

Schedule of Transactions in the Shares

Within the Past 60 Days

 

		Date						Shares						Price*						Amount*
Homestead Partners LP
			3/13/2014						5,000					$	10.52					$	52,599
			3/14/2014						43,400						10.53						457,093
			3/17/2014						12,000						10.57						126,796
			3/18/2014						7,690						10.56						81,242
			3/21/2014						41,334						10.54						435,474
			3/24/2014						48,707						10.52						512,232
			3/25/2014						58,000						10.44						605,694
			3/27/2014						47,577						10.29						489,487
			4/4/2014						14,212						10.25						145,639
			4/7/2014						12,176						10.15						123,637
			4/8/2014						40,533						10.17						412,159
Total									330,629											$	3,442,052
Homestead Odyssey Partners LP
			3/3/2014						43,445					$	10.50					$	456,037
			3/5/2014						12,891						10.51						135,540
			3/6/2014						25,600						10.54						269,801
			3/7/2014						8,900						10.56						93,980
			3/11/2014						72,107						10.53						759,460
			3/12/2014						41,000						10.53						431,714
			3/19/2014						41,592						10.53						438,076
			3/20/2014						54,010						10.56						570,178
			3/26/2014						58,094						10.30						598,403
			3/28/2014						36,525						10.26						374,896
			3/31/2014						8,457						10.28						86,924
			4/1/2014						16,000						10.39						166,251
			4/2/2014						12,971						10.36						134,384
			4/3/2014						33,728						10.31						347,786
			4/4/2014						40,000						10.25						409,904
			4/7/2014						21,000						10.15						213,236
			4/9/2014						8,392						10.17						85,309
			4/10/2014						26,016						10.20						265,262
			4/11/2014						13,900						10.18						141,553

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CUSIP No. 94188P101		SCHEDULE 13D		Page 13 of 13 Pages

 

			4/15/2014						7,400						10.18						75,365
			4/16/2014						100						10.28						1,028
			4/21/2014						64,590						10.33						667,215
			4/22/2014						32,863						10.49						344,671
			4/23/2014						13,312						10.51						139,872
			4/24/2014						6,000						10.57						63,398
Total									698,893											$	7,270,243
Arles Partners LP
			3/4/2014						38,632					$	10.55					$	407,498
			3/5/2014						15,000						10.51						157,715
			3/6/2014						10,000						10.54						105,391
			3/7/2014						21,900						10.56						231,356
			3/12/2014						724						10.53						7,624
			3/13/2014						35,610						10.52						374,606
			3/17/2014						25,081						10.57						265,013
			3/18/2014						26,000						10.56						274,680
			4/25/2014						5,600						10.45						58,519
Total									178,547											$	1,882,403
Warren A. Mackey
			3/10/2014						25,000					$	10.59					$	264,819
			3/27/2014						4,000						10.26						41,056
			3/28/2014						9,000						10.27						92,456
Total									38,000											$	398,331

*Includes brokerage commissions.