In re Stilwell Value LLC

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101178 / September 25, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22194 
 
 
In the Matter of 
 
Stilwell Value LLC 
 
Respondent. 
 
 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Stilwell Value LLC (“Stilwell Value” or 
“Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   
 

  
2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 
thereunder together require that any person who directly or indirectly acquires beneficial 
ownership of more than five percent of a voting class of equity security registered under Section 12 
of the Exchange Act file a statement with the Commission.  During the relevant time, beneficial 
owners could comply with this requirement by filing a Schedule 13D with the Commission within 
10 days after they acquired the requisite amount of beneficial ownership.  Whenever a material 
change occurred to the facts set forth in any Schedule 13D, the disclosure statement was required 
to have been truthfully amended to reflect that material change and filed promptly. 
 
2. Certain persons required to file a Schedule 13D may instead file a short-form 
Schedule 13G if the person certifies the securities were acquired and held in the ordinary course of 
that person’s business and were not acquired with the purpose, or with the effect of, changing or 
influencing the control of the issuer. 
 
3. Stilwell Value and various related parties have taken an activist position in dozens 
of publicly-traded companies by asserting shareholder rights, engaging management, running 
alternate slates of directors, and seating representatives on company boards of directors.  Stilwell 
Value violated and caused others to violate Section 13(d) and related rules on four separate 
occasions, each regarding a position in a different issuer.  In each instance, Respondent and various 
related parties, did not timely file a Schedule 13D or Schedule 13G.   
 
Respondent 
 
4. Stilwell Value is an investment adviser with its principal place of business in New 
York, New York, and has been registered with the Commission as an investment adviser since 
March 2012.  Stilwell Value is the general partner of a number of private investment partnerships 
(collectively “Stilwell Partnerships”).  In turn, Stilwell Value is owned and managed by an 
individual (collectively with the Stilwell Partnerships, “Stilwell Entities”). 
 
Legal Framework 
 
5. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 
any person who has directly or indirectly acquired beneficial ownership of more than five percent of 
any class of equity security registered under Section 12 of the Exchange Act to file a statement with 
the Commission disclosing certain information specified in a Schedule 13D.  During the relevant 
                                                 
1
 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 
or entity in this or any other proceeding. 
 

  
3 
time, individuals or entities could comply with this requirement by filing a Schedule 13D with the 
Commission within ten days after they acquired the requisite amount of beneficial ownership.
2
 
Section 13(d) is a key provision that allows shareholders and potential investors to evaluate 
changes in substantial shareholdings.
3
   
 
6. During the time period relevant to this matter, Section 13(d)(2) of the Exchange Act 
and Rule 13d-2(a) thereunder required a person who had filed a Schedule 13D to file an 
amendment “promptly”
4
 if any material change occurred in the facts set forth in that filing, 
including but not limited to, any material increase or decrease in the percentage of the class 
beneficially owned.  An acquisition or disposition of beneficial ownership in an amount equal to 
one percent or more of a class of equity securities beneficially owned is deemed material by Rule 
13d-2(a). 
 
7. During the relevant time, Section 13(d)(1) of the Exchange Act and Rule 13d-1(b) 
provided that, in lieu of filing a Schedule 13D, certain persons, including registered investment 
advisers, may instead file a short-form statement on Schedule 13G after the triggering acquisition, if 
the person “has acquired such securities in the ordinary course of his business and not with the 
purpose nor with the effect of changing or influencing the control of the issuer, nor in connection 
with or as a participant in any transaction having such purpose or effect.”  A Schedule 13G under 
this rule was required to have been filed within 45 days after the end of the calendar year in which 
the person became obligated to report a beneficial ownership position. 
 
8. There is no state of mind requirement for violations of Section 13(d) and the rules 
thereunder.
5
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
6
  
                                                 
2
 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 
under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  
Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 
(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 
statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 2024.  Id. at 
76897, 76906. 
 
3
 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S 910 (1972); see also 
SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 
No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“[t]he purpose of 
section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 
their interest in the equity securities of a company by a substantial amount, within a relatively short period of time”). 
 
4
 Although the term “promptly” was not defined under the rules in effect at the time of the violation, any delay in 
filing beyond the date the filing reasonably could have been made would not have been prompt. Amendments to 
Beneficial Ownership Reporting Requirements, SEC Rel. No. 34-39538, 1998 WL 7449, at *3 n.14 (Jan. 12, 1998). 
   
5
 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 
intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 
persons.”). 
 
6 
Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 
have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

  
4 
 
Facts 
 
Wheeler Real Estate 
 
9. Respondent filed a Schedule 13D on July 3, 2017 disclosing a position in Wheeler 
Real Estate Investment Trust, Inc. (“Wheeler Real Estate”).  Since that time, Respondent has filed 
numerous amendments to that initial filing. 
 
10. On June 16, 2020, Respondent filed Amendment 21 to its initial Schedule 13D 
regarding Wheeler Real Estate.  Respondent and various Stilwell entities signed the amendment.  
The amendment disclosed a beneficial ownership position of 1,068,879 shares of common stock, 
which represented 10.9% of the outstanding shares and a more than one percent increase from the 
position disclosed in the previous amendment.  Several of the Stilwell Partnerships took positions 
in Wheeler Real Estate common stock.   
 
11. In the Schedule13D amendment, Respondent represented that those Stilwell 
Partnerships had purchased additional shares of the issuer’s common and preferred stock and that 
“we continue to work to maximize shareholder value through our position on the Issuer’s board of 
directors.”  Beyond that, Respondent represented it had no present plans or proposals to change or 
effect control over the issuer. 
 
12. Respondent represented that the date of event that required filing the amendment 
(“Event Date”) was June 2, 2020.  Respondent should have filed the Schedule 13D amendment 
promptly after the Event Date.  Thus, the June 16, 2020 filing was untimely.  
 
Cincinnati Bancorp 
 
13. On May 7, 2020, Respondent filed a Schedule 13D disclosing beneficial ownership 
of 205,874 shares of common stock of Cincinnati Bancorp, Inc. (“Cincinnati Bancorp”), which 
represented 6.9% of the outstanding shares.  Respondent and various Stilwell Entities signed the 
Schedule 13D.  Several of the Stilwell Partnerships took positions in Cincinnati Bancorp common 
stock.  In the filing, Respondent represented that it “hope[d] to work with management and the 
board of directors to maximize shareholder value” but had no present plans or proposals to change 
or effect control over the issuer. 
 
14. Due to an error in its trade blotter and internal records, Respondent did not realize 
that certain April 17, 2020 purchases of Cincinnati Bancorp common stock caused Respondent to 
cross the five percent beneficial ownership threshold.  Respondent realized its error on May 6, 
2020, and filed a Schedule 13D the next day. 
 
                                                                                                                                                             
violation”); Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission 
opinion) (“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to whether 
violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 

  
5 
15. Respondent represented that the Event Date was April 17, 2020.  Respondent 
should have filed the statement within 10 days of the Event Date.  Thus, the May 7, 2020 Schedule 
13D was untimely. 
 
Generations Bancorp 
 
16. During the investigation, Respondent undertook a review of its other Schedule 13D 
filings at the Commission staff’s request and voluntarily reported that it filed an untimely Schedule 
13D regarding Generations Bancorp NY, Inc. (“Generations Bancorp”). 
 
17. Following a January 12, 2021 bank conversion transaction, all shares of common 
stock of the predecessor holding company were converted into shares of Generations Bancorp.  
Generations Bancorp’s common stock began trading on the Nasdaq Capital Market on January 13, 
2021. 
 
18. Respondent had been an activist investor in the predecessor holding company but 
had reached a settlement agreement with that company that included the bank conversion 
transaction.  As a result, Respondent believed it no longer had the purpose to effect change or 
influence the control of Generations Bancorp; thus, Respondent planned on filing a Schedule 13G.  
However, after consultation with outside regulatory counsel, Respondent concluded that it had 
crossed the five percent beneficial ownership threshold after the conversion as a result of its 
activist strategy, and thus it should have filed a Schedule 13D. 
 
19. Thus, on October 8, 2021, Respondent filed a Schedule 13D disclosing beneficial 
ownership of 243,606 shares of Generations Bancorp common stock, which represented 9.91% of 
the issuer’s outstanding shares.  Respondent and various Stilwell Entities signed the filing.  The 
filing disclosed that the shares were acquired in connection with the conversion of the predecessor 
holding company’s shares as described above.  Several of the Stilwell Partnerships acquired 
positions in Generations Bancorp.  
 
20. Respondent represented that the Event Date was January 13, 2021.  Respondent 
should have filed the statement within 10 days of the Event Date.  Thus, the October 8, 2021 
Schedule 13D was untimely.  
 
Lake Shore Bancorp 
 
21. As part of its review of its other Schedule 13D filings at the Commission staff’s 
request, Respondent also voluntarily reported that it filed an untimely Schedule 13G regarding 
Lake Shore Bancorp, Inc. (“Lake Shore Bancorp”). 
 
22. In July 2019, Respondent crossed the five percent threshold in Lake Shore Bancorp 
common stock, holding 5.02% beneficial ownership of outstanding shares.  Respondent held this 
position in the ordinary course of its business and not for the purpose of, or with the effect of, 
changing or influencing control of the issuer.   
 

  
6 
23. By December 31, 2019, Respondent continued to hold the same position in Lake 
Shore Bancorp common stock.  Thus, Respondent should have filed a Schedule 13G by mid-
February 2020.  Due to an oversight, Respondent failed to make that filing. 
 
24. Having discovered its error, Respondent filed a Schedule 13G on February 1, 2021.  
Respondent and various Stilwell Entities signed the filing.  This filing was untimely.  
 
Violations 
 
25. Stilwell Value is the general partner of the Stilwell Partnerships, and it made the 
investment decisions for those entities.  Stilwell Value caused the various Stilwell Entities to sign 
the relevant Schedules 13D and 13G. 
 
26. As a result of the conduct described above, Respondent violated, and caused the 
Stilwell Entities to violate, Sections 13(d)(1) and 13(d)(2) of the Exchange Act and Rules 13d-1 
and 13d-2 thereunder. 
  
Remedial Efforts and Cooperation 
 
In determining to accept the Offer, the Commission considered remedial acts, steps 
promptly undertaken by Respondent after being approached by Commission staff, and cooperation 
afforded to Commission staff. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Stilwell Value’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Stilwell Value LLC cease 
and desist from committing or causing any violations and any future violations of Sections 13(d)(1) 
and 13(d)(2) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder. 
 
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $75,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 

  
7 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Stilwell Value LLC as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to D. Mark Cave, 
Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 
Washington, DC 20549.  
 
 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 

  
8 
 D. Respondent acknowledges that the Commission is not imposing a civil penalty in 
excess of $75,000, based upon its cooperation in a Commission investigation.  If at any time 
following the entry of the Order, the Division of Enforcement (“Division”) obtains information 
indicating that Respondent knowingly provided materially false or misleading information or 
materials to the Commission, or in a related proceeding, the Division may, at its sole discretion and 
with prior notice to the Respondent, petition the Commission to reopen this matter and seek an 
order directing that the Respondent pay an additional civil penalty.  Respondent may contest by 
way of defense in any resulting administrative proceeding whether it knowingly provided 
materially false or misleading information, but may not: (1) contest the findings in the Order; or (2) 
assert any defense to liability or remedy, including, but not limited to, any statute of limitations 
defense. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101178 / September 25, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22194 

 

 

In the Matter of 

 

Stilwell Value LLC 

 

Respondent. 

 

 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Stilwell Value LLC (“Stilwell Value” or 

“Respondent”).   

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-

and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   

 



  

2 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 

 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 

thereunder together require that any person who directly or indirectly acquires beneficial 

ownership of more than five percent of a voting class of equity security registered under Section 12 

of the Exchange Act file a statement with the Commission.  During the relevant time, beneficial 

owners could comply with this requirement by filing a Schedule 13D with the Commission within 

10 days after they acquired the requisite amount of beneficial ownership.  Whenever a material 

change occurred to the facts set forth in any Schedule 13D, the disclosure statement was required 

to have been truthfully amended to reflect that material change and filed promptly. 

 

2. Certain persons required to file a Schedule 13D may instead file a short-form 

Schedule 13G if the person certifies the securities were acquired and held in the ordinary course of 

that person’s business and were not acquired with the purpose, or with the effect of, changing or 

influencing the control of the issuer. 

 

3. Stilwell Value and various related parties have taken an activist position in dozens 

of publicly-traded companies by asserting shareholder rights, engaging management, running 

alternate slates of directors, and seating representatives on company boards of directors.  Stilwell 

Value violated and caused others to violate Section 13(d) and related rules on four separate 

occasions, each regarding a position in a different issuer.  In each instance, Respondent and various 

related parties, did not timely file a Schedule 13D or Schedule 13G.   

 

Respondent 

 

4. Stilwell Value is an investment adviser with its principal place of business in New 

York, New York, and has been registered with the Commission as an investment adviser since 

March 2012.  Stilwell Value is the general partner of a number of private investment partnerships 

(collectively “Stilwell Partnerships”).  In turn, Stilwell Value is owned and managed by an 

individual (collectively with the Stilwell Partnerships, “Stilwell Entities”). 

 

Legal Framework 

 

5. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 

any person who has directly or indirectly acquired beneficial ownership of more than five percent of 

any class of equity security registered under Section 12 of the Exchange Act to file a statement with 

the Commission disclosing certain information specified in a Schedule 13D.  During the relevant 

                                                 
1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 

or entity in this or any other proceeding. 

 



  

3 

time, individuals or entities could comply with this requirement by filing a Schedule 13D with the 

Commission within ten days after they acquired the requisite amount of beneficial ownership.2 

Section 13(d) is a key provision that allows shareholders and potential investors to evaluate 

changes in substantial shareholdings.3   

 

6. During the time period relevant to this matter, Section 13(d)(2) of the Exchange Act 

and Rule 13d-2(a) thereunder required a person who had filed a Schedule 13D to file an 

amendment “promptly”4 if any material change occurred in the facts set forth in that filing, 

including but not limited to, any material increase or decrease in the percentage of the class 

beneficially owned.  An acquisition or disposition of beneficial ownership in an amount equal to 

one percent or more of a class of equity securities beneficially owned is deemed material by Rule 

13d-2(a). 

 

7. During the relevant time, Section 13(d)(1) of the Exchange Act and Rule 13d-1(b) 

provided that, in lieu of filing a Schedule 13D, certain persons, including registered investment 

advisers, may instead file a short-form statement on Schedule 13G after the triggering acquisition, if 

the person “has acquired such securities in the ordinary course of his business and not with the 

purpose nor with the effect of changing or influencing the control of the issuer, nor in connection 

with or as a participant in any transaction having such purpose or effect.”  A Schedule 13G under 

this rule was required to have been filed within 45 days after the end of the calendar year in which 

the person became obligated to report a beneficial ownership position. 

 

8. There is no state of mind requirement for violations of Section 13(d) and the rules 

thereunder.5  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.6  

                                                 
2 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 

under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  

Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 

(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 

statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 2024.  Id. at 

76897, 76906. 

 
3 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S 910 (1972); see also 

SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 

No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“[t]he purpose of 

section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 

their interest in the equity securities of a company by a substantial amount, within a relatively short period of time”). 

 
4 Although the term “promptly” was not defined under the rules in effect at the time of the violation, any delay in 

filing beyond the date the filing reasonably could have been made would not have been prompt. Amendments to 

Beneficial Ownership Reporting Requirements, SEC Rel. No. 34-39538, 1998 WL 7449, at *3 n.14 (Jan. 12, 1998). 

   
5 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 

intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 

persons.”). 

 
6 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 

have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 



  

4 

 

Facts 

 

Wheeler Real Estate 

 

9. Respondent filed a Schedule 13D on July 3, 2017 disclosing a position in Wheeler 

Real Estate Investment Trust, Inc. (“Wheeler Real Estate”).  Since that time, Respondent has filed 

numerous amendments to that initial filing. 

 

10. On June 16, 2020, Respondent filed Amendment 21 to its initial Schedule 13D 

regarding Wheeler Real Estate.  Respondent and various Stilwell entities signed the amendment.  

The amendment disclosed a beneficial ownership position of 1,068,879 shares of common stock, 

which represented 10.9% of the outstanding shares and a more than one percent increase from the 

position disclosed in the previous amendment.  Several of the Stilwell Partnerships took positions 

in Wheeler Real Estate common stock.   

 

11. In the Schedule13D amendment, Respondent represented that those Stilwell 

Partnerships had purchased additional shares of the issuer’s common and preferred stock and that 

“we continue to work to maximize shareholder value through our position on the Issuer’s board of 

directors.”  Beyond that, Respondent represented it had no present plans or proposals to change or 

effect control over the issuer. 

 

12. Respondent represented that the date of event that required filing the amendment 

(“Event Date”) was June 2, 2020.  Respondent should have filed the Schedule 13D amendment 

promptly after the Event Date.  Thus, the June 16, 2020 filing was untimely.  

 

Cincinnati Bancorp 

 

13. On May 7, 2020, Respondent filed a Schedule 13D disclosing beneficial ownership 

of 205,874 shares of common stock of Cincinnati Bancorp, Inc. (“Cincinnati Bancorp”), which 

represented 6.9% of the outstanding shares.  Respondent and various Stilwell Entities signed the 

Schedule 13D.  Several of the Stilwell Partnerships took positions in Cincinnati Bancorp common 

stock.  In the filing, Respondent represented that it “hope[d] to work with management and the 

board of directors to maximize shareholder value” but had no present plans or proposals to change 

or effect control over the issuer. 

 

14. Due to an error in its trade blotter and internal records, Respondent did not realize 

that certain April 17, 2020 purchases of Cincinnati Bancorp common stock caused Respondent to 

cross the five percent beneficial ownership threshold.  Respondent realized its error on May 6, 

2020, and filed a Schedule 13D the next day. 

 

                                                                                                                                                             
violation”); Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission 

opinion) (“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to whether 

violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 



  

5 

15. Respondent represented that the Event Date was April 17, 2020.  Respondent 

should have filed the statement within 10 days of the Event Date.  Thus, the May 7, 2020 Schedule 

13D was untimely. 

 

Generations Bancorp 

 

16. During the investigation, Respondent undertook a review of its other Schedule 13D 

filings at the Commission staff’s request and voluntarily reported that it filed an untimely Schedule 

13D regarding Generations Bancorp NY, Inc. (“Generations Bancorp”). 

 

17. Following a January 12, 2021 bank conversion transaction, all shares of common 

stock of the predecessor holding company were converted into shares of Generations Bancorp.  

Generations Bancorp’s common stock began trading on the Nasdaq Capital Market on January 13, 

2021. 

 

18. Respondent had been an activist investor in the predecessor holding company but 

had reached a settlement agreement with that company that included the bank conversion 

transaction.  As a result, Respondent believed it no longer had the purpose to effect change or 

influence the control of Generations Bancorp; thus, Respondent planned on filing a Schedule 13G.  

However, after consultation with outside regulatory counsel, Respondent concluded that it had 

crossed the five percent beneficial ownership threshold after the conversion as a result of its 

activist strategy, and thus it should have filed a Schedule 13D. 

 

19. Thus, on October 8, 2021, Respondent filed a Schedule 13D disclosing beneficial 

ownership of 243,606 shares of Generations Bancorp common stock, which represented 9.91% of 

the issuer’s outstanding shares.  Respondent and various Stilwell Entities signed the filing.  The 

filing disclosed that the shares were acquired in connection with the conversion of the predecessor 

holding company’s shares as described above.  Several of the Stilwell Partnerships acquired 

positions in Generations Bancorp.  

 

20. Respondent represented that the Event Date was January 13, 2021.  Respondent 

should have filed the statement within 10 days of the Event Date.  Thus, the October 8, 2021 

Schedule 13D was untimely.  

 

Lake Shore Bancorp 

 

21. As part of its review of its other Schedule 13D filings at the Commission staff’s 

request, Respondent also voluntarily reported that it filed an untimely Schedule 13G regarding 

Lake Shore Bancorp, Inc. (“Lake Shore Bancorp”). 

 

22. In July 2019, Respondent crossed the five percent threshold in Lake Shore Bancorp 

common stock, holding 5.02% beneficial ownership of outstanding shares.  Respondent held this 

position in the ordinary course of its business and not for the purpose of, or with the effect of, 

changing or influencing control of the issuer.   

 



  

6 

23. By December 31, 2019, Respondent continued to hold the same position in Lake 

Shore Bancorp common stock.  Thus, Respondent should have filed a Schedule 13G by mid-

February 2020.  Due to an oversight, Respondent failed to make that filing. 

 

24. Having discovered its error, Respondent filed a Schedule 13G on February 1, 2021.  

Respondent and various Stilwell Entities signed the filing.  This filing was untimely.  

 

Violations 

 

25. Stilwell Value is the general partner of the Stilwell Partnerships, and it made the 

investment decisions for those entities.  Stilwell Value caused the various Stilwell Entities to sign 

the relevant Schedules 13D and 13G. 

 

26. As a result of the conduct described above, Respondent violated, and caused the 

Stilwell Entities to violate, Sections 13(d)(1) and 13(d)(2) of the Exchange Act and Rules 13d-1 

and 13d-2 thereunder. 

  

Remedial Efforts and Cooperation 

 

In determining to accept the Offer, the Commission considered remedial acts, steps 

promptly undertaken by Respondent after being approached by Commission staff, and cooperation 

afforded to Commission staff. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Stilwell Value’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent Stilwell Value LLC cease 

and desist from committing or causing any violations and any future violations of Sections 13(d)(1) 

and 13(d)(2) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder. 

 

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $75,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 



  

7 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Stilwell Value LLC as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to D. Mark Cave, 

Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 

Washington, DC 20549.  

 

 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

http://www.sec.gov/about/offices/ofm.htm


  

8 

 D. Respondent acknowledges that the Commission is not imposing a civil penalty in 

excess of $75,000, based upon its cooperation in a Commission investigation.  If at any time 

following the entry of the Order, the Division of Enforcement (“Division”) obtains information 

indicating that Respondent knowingly provided materially false or misleading information or 

materials to the Commission, or in a related proceeding, the Division may, at its sole discretion and 

with prior notice to the Respondent, petition the Commission to reopen this matter and seek an 

order directing that the Respondent pay an additional civil penalty.  Respondent may contest by 

way of defense in any resulting administrative proceeding whether it knowingly provided 

materially false or misleading information, but may not: (1) contest the findings in the Order; or (2) 

assert any defense to liability or remedy, including, but not limited to, any statute of limitations 

defense. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 

 


	UNITED STATES OF AMERICA
	IV.