TIMBERLAND BANCORP INC

Major Shareholding Notification • Feb 6, 2015

SC 13G/A 1 timbsc13ga123114.htm TIMBERLAND BANCORP, INC. SCHEDULE 13G/A FOR DECEMBER 31, 2014 timbsc13ga123114.htm Licensed to: breyer1100 Document Created using EDGARizer 2020 5.2.3.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. Seven)*

TIMBERLAND BANCORP, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

887098 10 1

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] 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 could 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).

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CUSIP NO. 887098 10 1

1)	NAME OF REPORTING PERSON Timberland Bank Employee Stock Ownership and 401(k) Plan (“KSOP”)
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a) [ ] b) [X]
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION Not applicable

5)	SOLE VOTING POWER -0-
6)	SHARED VOTING POWER 1,021,054
7)	SOLE DISPOSITIVE POWER -0-
8)	SHARED DISPOSITIVE POWER 1,021,054

9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,021,054
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.5%
12)	TYPE OF REPORTING PERSON EP

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CUSIP NO. 887098 10 1

ITEM 1(a)	NAME OF ISSUER: Timberland Bancorp, Inc. (the "Corporation")
ITEM 1(b)	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 624 Simpson Avenue, Hoquiam, Washington 98550
ITEM 2(a)	NAME OF PERSON FILING: Timberland Bank Employee Stock Ownership and 401(k) Plan (the "KSOP")
ITEM 2(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE: The business address of the KSOP is: 624 Simpson Avenue, Hoquiam, Washington 98550
ITEM 2(c)	CITIZENSHIP: Not Applicable.
ITEM 2(d)	TITLE OF CLASS OF SECURITIES Common stock, par value $.01 per share (the "Common Stock")
ITEM 2(e)	CUSIP NUMBER: 887098 10 1

ITEM 3 — (a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	[ ]	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)	[X ]	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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); and
(j)	[ ]	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

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CUSIP NO. 887098 10 1

ITEM 4	OWNERSHIP: The shares reported represent the 717,269 shares (10.2% of the 7,052,636 outstanding shares of the Issuer’s common stock as of January 31, 2015) held in the employee stock ownership ("ESOP") portion of the KSOP and 303,785 shares (4.3% of the 7,052,636 outstanding shares of the Issuer’s common stock as of January 31, 2015) in the 401(k) portion of the KSOP. The KSOP has shared voting and dispositive powers with respect to shares held by participants. Pursuant to the KSOP, participants are entitled to instruct the plan trustee as to the voting of the shares allocated to their accounts. On each issue with respect to which shareholders are entitled to vote, the KSOP trustee is required to vote the shares which have not been allocated to participant accounts in the manner directed under the KSOP.
ITEM 5	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable.
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: Not Applicable.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP: Not Applicable.

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CUSIP NO. 887098 10 1

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.

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 6, 2015
By:	Timberland Bank, as Plan Administrator
By:	/s/ Dean J. Brydon
Name:	Dean J. Brydon
Title:	Chief Financial Officer

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