SC 13G/A 1 a21-6236_1sc13ga.htm 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. 1)*

HarborOne Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

41165Y100

(CUSIP Number)

December 31, 2020

(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)
o	Rule 13d-1(c)
o	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. 41165Y100

	1.	Names of Reporting Persons HarborOne Bank Employee Stock Ownership Plan Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	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 3,833,286

			6.		Shared Voting Power 729,874

			7.		Sole Dispositive Power 4,563,160

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,563,160

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 7.98% of 57,163,058 shares outstanding as of December 31, 2020

	12.	Type of Reporting Person (See Instructions) EP

Item 1.
	(a)	Name of Issuer HarborOne Bancorp, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 770 Oak Street Brockton, MA 02301

Item 2.
	(a)	Name of Person Filing HarborOne Bank Employee Stock Ownership Plan Trust
	(b)	Address of Principal Business Office or, if none, Residence c/o HarborOne Bancorp, Inc. 770 Oak Street Brockton, MA 02301
	(c)	Citizenship Massachusetts
	(d)	Title of Class of Securities Common Stock, par value $0.01 per share
	(e)	CUSIP Number 41165Y100

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)	x	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 o.

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.

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 11, 2021	HARBORONE BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST

	By: TI-Trust, Inc., as Trustee

	By:	/s/ Craig Baker
	Name:	Craig Baker
	Title:	Trust Officer

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

SEC Form SC 13G/A filed