| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/29/2010 |
3. Issuer Name and Ticker or Trading Symbol
NORTHEAST BANCORP /ME/ [ NBN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Voting Common Stock | 114,846 | I | See Footnote(1) |
| Non-Voting Common Stock | 35,106 | I | See Footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities are held by and may be deemed to be beneficially owned by R3 FHB Master, L.P. ("R3 FHB Master"), and may be deemed to be beneficially owned indirectly by BlackRock, Inc. ("BlackRock"), which is the indirect parent of R3 FHB Master through BlackRock's wholly-owned direct and indirect subsidiaries including BlackRock Investment Management, LLC (which is also the investment adviser to R3 FHB Master). Each reporting person disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein. |
| Remarks: |
| Mr. Matthew Botein, a director of Northeast Bancorp, is a Managing Director of BlackRock. On the basis of the relationship between Mr. Botein, on the one hand, and BlackRock and its direct and indirect subsisidiaries, on the other hand, each reporting person named herein may be deemed a director with respect to Northeast Bancorp for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"). No reporting person named herein concedes by filing this initial statement of beneficial ownership of securities that such reporting person is subject to Section 16 with respect to Northeast Bancorp. |
| /s/ David B. Maryles, attorney-in-fact | 12/29/2010 | |
| /s/ David B. Maryles, attorney-in-fact | 12/29/2010 | |
| /s/ David B. Maryles, attorney-in-fact | 12/29/2010 | |
| /s/ David B. Maryles, attorney-in-fact | 12/29/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
The undersigned, BLACKROCK, INC., a corporation duly
organized under the laws of the State of Delaware, United States (the
"Principal"), does hereby make, constitute and appoint each of David B. Maryles,
Matthew Fitzgerald, Karen Clark, Brian Kindelan, Rick F. Froio, Leif B. King and
Josh LaGrange, acting severally, as its true and lawful attorneys-in-fact, for
the purpose of, from time to time, executing in its name and on its behalf,
whether the Principal is acting individually or as representative of others, any
and all documents, certificates, instruments, statements, other filings and
amendments to the foregoing (collectively, "documents") determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting requirements imposed on the Principal by any United States or
non-United States governmental or regulatory authority in respect of Northeast
Bancorp (or any successor issuer), including without limitation Forms 3, 4, 5
and 13F and Schedules 13D and 13G (and any successor form in respect of any of
the foregoing) and any amendments to any of the foregoing as may be required to
be filed with the Securities and Exchange Commission, and delivering, furnishing
or filing any such documents with the appropriate governmental, regulatory
authority or other person, and giving and granting to each such attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Principal might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any
such determination by an attorney-in-fact named herein shall be conclusively
evidenced by such person's execution, delivery, furnishing or filing of the
applicable document.
This power of attorney shall be valid from the date
hereof and shall remain in full force and effect until either revoked in writing
by the Company, or, in respect of any of Messrs. Maryles, Fitzgerald, Kindelan
or Froio, or Ms. Clark, such person ceases to be an employee of BlackRock, Inc.
or one of its affiliates, or, in respect of either of Mr. King or Mr. LaGrange,
such person ceases to be affiliated with Skadden, Arps, Slate, Meagher &
Flom LLP. This power of attorney does not revoke or replace any other
power of attorney that Principal has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this
power of attorney to be executed as of this 22 day of December, 2010.
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BLACKROCK, INC
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By:
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/s/ David Munoz |
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Name:
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David Munoz
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Title:
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Managing Director
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POWER OF ATTORNEY
The undersigned, BLACKROCK INVESTMENT MANAGEMENT, LLC, a
limited liability company duly organized under the laws of the State of
Delaware, United States (the "Principal"), does hereby make, constitute and
appoint each of David B. Maryles, Matthew Fitzgerald, Karen Clark, Brian
Kindelan, Rick F. Froio, Leif B. King and Josh LaGrange, acting severally, as
its true and lawful attorneys-in-fact, for the purpose of, from time to time,
executing in its name and on its behalf, whether the Principal is acting
individually or as representative of others, any and all documents,
certificates, instruments, statements, other filings and amendments to the
foregoing (collectively, "documents") determined by such person to be necessary
or appropriate to comply with ownership or control-person reporting requirements
imposed on the Principal by any United States or non-United States governmental
or regulatory authority in respect of Northeast Bancorp (or any successor
issuer), including without limitation Forms 3, 4, 5 and 13F and Schedules 13D
and 13G (and any successor form in respect of any of the foregoing) and any
amendments to any of the foregoing as may be required to be filed with the
Securities and Exchange Commission, and delivering, furnishing or filing any
such documents with the appropriate governmental, regulatory authority or other
person, and giving and granting to each such attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Principal might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof. Any such determination
by an attorney-in-fact named herein shall be conclusively evidenced by such
person's execution, delivery, furnishing or filing of the applicable
document.
This power of attorney shall be valid from the date
hereof and shall remain in full force and effect until either revoked in writing
by the Company, or, in respect of any of Messrs. Maryles, Fitzgerald, Kindelan
or Froio, or Ms. Clark, such person ceases to be an employee of BlackRock, Inc.
or one of its affiliates, or, in respect of either of Mr. King or Mr. LaGrange,
such person ceases to be affiliated with Skadden, Arps, Slate, Meagher &
Flom LLP. This power of attorney does not revoke or replace any other
power of attorney that Principal has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this
power of attorney to be executed as of this 22 day of December, 2010.
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BLACKROCK INVESTMENT MANAGEMENT, LLC
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By:
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/s/ David Munoz |
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Name:
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David Munoz
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Title:
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Managing Director
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POWER OF ATTORNEY
The undersigned, Matthew Botein, (the "Principal"), does
hereby make, constitute and appoint each of David B. Maryles, Matthew
Fitzgerald, Karen Clark, Brian Kindelan, Rick F. Froio, Leif B. King and Josh
LaGrange, acting severally, as its true and lawful attorneys-in-fact, for the
purpose of, from time to time, executing in its name and on its behalf, whether
the Principal is acting individually or as representative of others, any and all
documents, certificates, instruments, statements, other filings and amendments
to the foregoing (collectively, "documents") determined by such person to be
necessary or appropriate to comply with ownership or control-person reporting
requirements imposed on the Principal by any United States or non-United States
governmental or regulatory authority in respect of Northeast Bancorp (or any
successor issuer), including without limitation Forms 3, 4, 5 and 13F and
Schedules 13D and 13G (and any successor form in respect of any of the
foregoing) and any amendments to any of the foregoing as may be required to be
filed with the Securities and Exchange Commission, and delivering, furnishing or
filing any such documents with the appropriate governmental, regulatory
authority or other person, and giving and granting to each such attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Principal might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any
such determination by an attorney-in-fact named herein shall be conclusively
evidenced by such person's execution, delivery, furnishing or filing of the
applicable document.
This power of attorney shall be valid from the date
hereof and shall remain in full force and effect until either revoked in writing
by the Company, or, in respect of any of Messrs. Maryles, Fitzgerald, Kindelan
or Froio, or Ms. Clark, such person ceases to be an employee of BlackRock, Inc.
or one of its affiliates, or, in respect of either of Mr. King or Mr. LaGrange,
such person ceases to be affiliated with Skadden, Arps, Slate, Meagher &
Flom LLP. This power of attorney does not revoke or replace any other
power of attorney that Principal has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this
power of attorney to be executed as of this 22 day of December, 2010.
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By:
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/s/ Matthew Botein |
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| Matthew Botein | ||||
POWER OF ATTORNEY
The undersigned, R3 FHB MASTER, L.P., a limited
partnership organized under the laws of the State of Delaware, United States
(the "Principal"), does hereby make, constitute and appoint each of David B.
Maryles, Matthew Fitzgerald, Karen Clark, Brian Kindelan, Rick F. Froio, Leif B.
King and Josh LaGrange, acting severally, as its true and lawful
attorneys-in-fact, for the purpose of, from time to time, executing in its name
and on its behalf, whether the Principal is acting individually or as
representative of others, any and all documents, certificates, instruments,
statements, other filings and amendments to the foregoing (collectively,
"documents") determined by such person to be necessary or appropriate to comply
with ownership or control-person reporting requirements imposed on the Principal
by any United States or non-United States governmental or regulatory authority
in respect of Northeast Bancorp (or any successor issuer), including without
limitation Forms 3, 4, 5 and 13F and Schedules 13D and 13G (and any successor
form in respect of any of the foregoing) and any amendments to any of the
foregoing as may be required to be filed with the Securities and Exchange
Commission, and delivering, furnishing or filing any such documents with the
appropriate governmental, regulatory authority or other person, and giving and
granting to each such attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Principal might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof. Any such determination by an attorney-in-fact
named herein shall be conclusively evidenced by such person's execution,
delivery, furnishing or filing of the applicable document.
This power of attorney shall be valid from the date
hereof and shall remain in full force and effect until either revoked in writing
by the Company, or, in respect of any of Messrs. Maryles, Fitzgerald, Kindelan
or Froio, or Ms. Clark, such person ceases to be an employee of BlackRock, Inc.
or one of its affiliates, or, in respect of either of Mr. King or Mr. LaGrange,
such person ceases to be affiliated with Skadden, Arps, Slate, Meagher &
Flom LLP. This power of attorney does not revoke or replace any other
power of attorney that Principal has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this
power of attorney to be executed as of this 22 day of December, 2010.
| R3 FHB MASTER, L.P. | |||||
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By: BLACKROCK
INVESTMENT
MANAGEMENT, its investment
adviser
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By:
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/s/ David Munoz |
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Name:
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David Munoz
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Title:
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Managing Director
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