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Section 1: SC 13G/A (SC 13G/A)

SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Randolph Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

752378109

(CUSIP Number)

December 31, 2018

(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. 752378109  

 

  1.   

Names of Reporting Persons

 

Envision Bank Employee Stock Ownership Plan Trust

  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

 

Massachusetts

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

466,124

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

466,124

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

466,124

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

7.90% of 5,903,793 shares outstanding as of December 31, 2018

12.  

Type of Reporting Person (See Instructions)

 

EP

 

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Item 1.

    
   (a)    

Name of Issuer

 

Randolph Bancorp, Inc.

   (b)    

Address of Issuer’s Principal Executive Offices

 

10 Cabot Place

Stoughton, MA 02072

Item 2.

    
   (a)    

Name of Person Filing

 

Envision Bank Employee Stock Ownership Plan Trust

Trustee: Eastern Bank

   (b)    

Address of Principal Business Office or, if none, Residence

 

605 Broadway, LF 41

Saugus, MA 01906

   (c)    

Citizenship

 

Massachusetts

   (d)    

Title of Class of Securities

 

Common Stock, par value $0.01 per share

   (e)    

CUSIP Number

 

752378109

 

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:
   (f)       An employee benefit plan or endowment fund in accordance with §240.13d-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)     Amount beneficially owned: See Page 2, Item 9.
  (b)     Percent of class: See Page 2, Item 11
  (c)     Number of shares as to which the person has:
    (i)       Sole power to vote or to direct the vote: See Page 2, Item 5
    (ii)       Shared power to vote or to direct the vote: See Page 2, Item 6
    (iii)       Sole power to dispose or to direct the disposition of: See Page 2, Item 7
    (iv)       Shared power to dispose or to direct the disposition of: See Page 2, Item 8

Item 5.    Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

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 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.   Certification

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.

 

4


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.

 

Date: February 5, 2019   ENVISION BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST
  By:   Eastern Bank, as Trustee
  By:  

/s/ Charles P. Nelson

  Name:   Charles P. Nelson
  Title:   Vice President

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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