RUMSON-FAIR HAVEN BANK & TRUST COMPANY ... - Liberty Online

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STOCK OWNERSHIP of DIRECTORS, EXECUTIVE OFFICERS and CERTAIN BENEFICIAL OWNERS The following table sets forth, as of March 11, 2011, information with respect to the beneficial ownership of the Bank’s outstanding Common Stock held by: (i) each director and nominee for director; (ii) each executive officer; (iii) all directors, nominees for director and executive officers of the Bank as a group; and (iv) each person who is known by the Company to own beneficially more than five percent (5%) of the issued and outstanding Common Stock. Beneficial Owner William J. Barrett (3)(4) Common Common Stock Subject to Options and Percentage Stock (1) Warrants (2) Total Ownership 314,849 75,732 390,581 13.1% Virginia S. Bauer (5)(6) 1,938 -- 1,938 * Joseph Castelluci, Esq. (3)(7) 6,613 4,724 11,337 * Dennis J. Flanagan (3)(8) 28,786 49,103 77,889 2.6% Herbert M. Gardner (3)(9) 35,159 19,915 55,074 1.9% Stephen P. Kelleher C.P.A. (3) 375 -- 375 * Stephen A. Tyler (3)(10) 56,816 34,295 91,111 3.1% Thomas I. Unterberg (3) 143,558 17,207 160,765 5.5% R. Van Whisnand (3) 22,546 20,622 43,168 1.5% William Van Winkle (5) 250 -- 250 * Jerold L. Zaro, Esq. (5) -- -- -- -- Thomas Sannelli (11) 3,545 13,176 16,721 * All Directors and Executive Officers (12 persons) 614,435 234,774 849,209 27.0% Beneficial Owner of more Common Stock than 5% of the Common Common Subject to Percentage Stock Stock (1) Warrants (2) Total Ownership KLCC Investments, LLC (12) 419,723 18,143 437,866 15.0% Steven D. Hovde (13)(14) 183,012 - 183,012 6.3% Estate of Judith Stanley Coleman (15) 130,450 37,499 167,949 5.7% Nancy B. Mulheren (16) 131,533 32,000 163,533 5.6% * Indicates less than 1%. (1) In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of Common Stock if he or she has voting or investment power with respect to such security. This includes shares owned by spouses, other immediate family members in trust, shares held in retirement accounts or funds for the benefit of the named individuals, and other forms of ownership, over which
shares the person named in the table may possess voting and/or investment power. Except as otherwise noted, all shares are owned of record or beneficially by the named person. (2) Includes, for purposes of this table, the number of shares of Common Stock subject to currently exercisable options and options exercisable within sixty (60) days of March 11, 2011, as well as currently exercisable warrants to purchase Common Stock. (3) Currently serves as a member of the Bank’s Board of Directors. (4) Includes 18,018 shares and warrants to acquire 3,409 shares held by Mr. Barrett’s wife, of which Mr. Barrett disclaims beneficial ownership, and 262,904 shares and warrants to acquire 49,310 shares, held in certain retirement accounts in Mr. Barrett’s name. (5) Elected as a director by the Board of Directors on February 14, 2011 to fill a vacancy on the Board. (6) Shares held by Ms. Bauer’s husband. Ms. Bauer disclaims beneficial ownership of these shares. (7) Mr. Castelluci currently serves as Executive Vice President, General Counsel and Secretary of the Bank. Includes 3,210 shares held in Mr. Castelluci’s IRA account. (8) Mr. Flanagan currently serves as President, Chief Executive Officer and Chief Financial Officer of the Bank. Includes 731 shares held by Mr. Flanagan’s IRA account and 28,055 shares held jointly with Mr. Flanagan’s wife. (9) Includes 2,359 shares and 333 shares subject to warrants held by Mr. Gardner’s wife, of which Mr. Gardner disclaims beneficial ownership, and 27,749 shares and 4,666 shares subject to warrants held by Mr. Gardner’s IRA-Roll. (10) Includes 3,247 shares held by Mr. Tyler’s wife, of which Mr. Tyler disclaims beneficial ownership. (11) Mr. Sanelli currently serves as a Senior Vice President of the Bank. (12) KLCC Investments, LLC maintains a mailing address at 1350 Broadway, Suite 1010, New York, New York 10018. (13) Steven D. Hovde maintains a mailing address at c/o Hovde Financial, LLC, 1629 Colonial Parkway, Inverness, Illinois 60067. (14) Shares held jointly with Mr. Hovde’s wife. (15) Ms. Coleman was a former director of the Bank. Her estate maintains a mailing address at 578 Navesink River Road, Red Bank, New Jersey 07701. (16) Nancy B. Mulheren maintains a mailing address at c/o Rumson Management Company, 95 Avenue of the Two Rivers, Rumson, New Jersey 07760. 6
Page 1 and 2: To Our Stockholders: RUMSON-FAIR HA
Page 3: At the Annual Meeting, a judge of e
Page 7 and 8: Nominees for Election The Board of
Page 9 and 10: Herbert M. Gardner was most recentl
Page 11 and 12: PROPOSAL 2 - APPROVAL OF THE ADOPTI
Page 13 and 14: • with respect to a participant w
Page 15 and 16: amendment is required by applicable
Page 17 and 18: satisfied by the delivery of shares
Page 19 and 20: PROPOSAL 3 - APPROVAL OF THE ADOPTI
Page 21 and 22: circumstances, a trading date prece
Page 23 and 24: above, such determination must also
Page 25 and 26: MANAGEMENT RUMSON-FAIR HAVEN BANK &
Page 27 and 28: 2010, a total of 6,690 shares of Co
Page 29: ANNUAL REPORT The annual report to

RUMSON-FAIR HAVEN BANK & TRUST COMPANY ... - Liberty Online

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