SC 13G/A 1 sch13g-a_2022.htm CULLMAN BANCORP, INC. SCHEDULE 13G (AMENDMENT 1) DECEMBER 31, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Cullman Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

230153 108

(CUSIP Number)

December 31, 2022

(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).

Page 1 of 5 Pages

CUSIP NO. 230153 108

13G

Page 2 of 5 Pages

1	Names of Reporting Persons Cullman Savings 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 Alabama
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 310,166
		6	Shared Voting Power 681,226
		7	Sole Dispositive Power 890,960
		8	Shared Dispositive Power 100,432
9	Aggregate Amount Beneficially Owned by Each Reporting Person 991,392
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11	Percent of Class Represented by Amount in Row 9 13.41% of 7,393,615 shares of Common Stock outstanding as of December 31, 2022.
12	Type of Reporting Person (See Instructions) EP

CUSIP NO. 230153 108

13G

Page 3 of 5 Pages

Item 1.

(a)

Name of Issuer

Cullman Bancorp, Inc.

(b)

Address of Issuer’s Principal Executive Offices

316 Second Avenue, SW

Cullman, Alabama 35055

Item 2.

(a)

Name of Person Filing

Cullman Savings Bank

Employee Stock Ownership Plan Trust

Trustees: John A. Riley, III and T’aira L. Ugarkovich

(b)

Address of Principal Business Office

316 Second Avenue, SW

Cullman, Alabama 35055

(c)

Citizenship or Place of Organization

See Page 2, Item 4.

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share

(e)

CUSIP Number

See Page 1.

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).

CUSIP NO. 230153 108

13G

Page 4 of 5 Pages

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, Number 5.

(ii)

Shared power to vote or to direct the vote: See Page 2, Number 6.

(iii)

Sole power to dispose or to direct the disposition of: See Page 2, Number 7.

(iv)

Shared power to dispose or to direct the disposition of: See Page 2, Number 8.

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 or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

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 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, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP NO. 230153 108

13G

Page 5 of 5 Pages

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.

	CULLMAN SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST

	By: John A. Riley, III, Trustee


Date: January 30, 2023	By: /s/ John A. Riley, III
	Name: John A. Riley, III
	Title: President and Chief Executive Officer

SEC Form SC 13G/A filed by Cullman Bancorp Inc. (Amendment)