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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Gouverneur Bancorp, Inc./MD/ (Name of Issuer) |
Common Stock, $0.01 Par Value (Title of Class of Securities) |
(CUSIP Number) |
J. David Rosenberg 1 East Fourth Street, Suite 1400 Cincinnati, OH, 45202 (513) 579-6422 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/19/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Rosenberg J. David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
54,452.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 Par Value |
| (b) | Name of Issuer:
Gouverneur Bancorp, Inc./MD/ |
| (c) | Address of Issuer's Principal Executive Offices:
42 CHURCH STREET, GOUVERNEUR,
NEW YORK
, 13642. |
| Item 2. | Identity and Background |
| (a) | J. David Rosenberg |
| (b) | 1 East 4th Street, Suite 1400, Cincinnati, Ohio 45202 |
| (c) | Mr. Rosenberg is a Senior Partner at Keating Muething and Klekamp PLL, 1 East 4th Street, Suite 1400, Cincinnati, Ohio 45202. |
| (d) | Mr. Rosenberg has not during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors.) |
| (e) | Mr. Rosenberg has not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Rosenberg is a U.S. citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of the Issuer's Common Stock were purchased with personal funds. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and he intends to review his investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Person may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions whether pursuant to or outside of Rule 10b5-1 trading plans. The Reporting Person may in the future enter into and/or amend Rule 10b5-1 trading plans with respect to the acquisition or sale of Issuer securities involving amounts greater than or less than one percent of the Issuer's outstanding common stock. The Reporting Person also may attempt to pledge shares pursuant to margin, loan and other security agreements. In addition, the Reporting Person may engage in discussions with management, Directors, and shareholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure.
Other than as described above, the Reporting Persons does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change his purpose or formulate different plans or proposals with respect thereto at any time.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, Mr. Rosenberg owns, in the aggregate, 54,452 shares of the Issuer's Common Stock, representing 5.14% of the 1,058,922 shares of the Common Stock deemed outstanding for such purpose. |
| (b) | Mr. Rosenberg has sole voting and dispositive power with respect to 54,452 shares of the Issuer's Common Stock. |
| (c) | On August 18, 2026, the Reporting Person purchased 2,000 shares for a purchase price of $19.85 per share. On August 19, 2026, the Reporting Person purchased 2,027 shares for a purchase price of $19.60 per share. Both transactions were executed through brokers on the open market. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
See response to Item 4 above. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| 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.
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