form144.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
OMB APPROVAL
OMB Number:  3235-0101
Expires: February 28, 2014
Estimated average burden
hours per response . . . 1.00
SEC USE ONLY
DOCUMENT SEQUENCE NO.
 
CUSIP NUMBER
ATTENTION:
Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
  
1 (a) NAME OF ISSUER (Please type or print)
(b) IRS IDENT. NO.
(c) S.E.C. FILE NO.
WORK LOCATION
 
Northeast Bancorp
 
01-0425066
 
1-14588
  
1 (d)
ADDRESS OF ISSUER
STREET
CITY
STATE
ZIP CODE
(e) TELEPHONE NO.
 
 500 Canal Street
Lewiston
Maine
04240
AREA
CODE
NUMBER
         
207
786-3245
2 (a)
NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
  
(b)  RELATIONSHIP TO ISSUER
(c)  ADDRESS STREET
CITY
STATE
ZIP CODE
 
R3 FHB Master LP
  
 
Affiliate
 
40 East 52nd Street
 
New York
 
NY
 
10022
 
INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
3 (a)
Title of the Class of Securities To Be Sold
(b)
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities
SEC USE ONLY
(c)
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
(d)
Aggregate
Market
Value
(See instr. 3(d))
(e)
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
(f)
Approximate Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
(g)
Name of Each Securities Exchange
(See instr. 3(g))
Broker-Dealer
File Number
Common Stock, par value $1.00 per share
Sandler O' Neill + Partners L.P.
1251 Avenue of the Americas
6th Floor
New York, NY 10020
 
  
55,952
$543,853.44
 9,565,680
05/23/2013
NASDAQ
 
INSTRUCTIONS:
1.
(a)
Name of issuer
3.
(a)
Title of the class of securities to be sold
 
(b)
Issuer’s I.R.S. Identification Number
  
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer’s S.E.C. file number, if any
  
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer’s address, including zip code
  
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
 
(e)
Issuer’s telephone number, including area code
  
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
       
(f)   
Approximate date on which the securities are to be sold
2.
(a)
Name of person for whose account the securities are to be sold
  
(g) 
Name of each securities exchange, if any, on which the securities are intended to be sold
 
(b)
Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
      
 
(c) 
Such person’s address, including zip code
      
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (08-07)

 
 
 
 
TABLE I –– SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
 
Title of the Class
Date you Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of Securities Acquired
Date of Payment
Nature of Payment
Voting Common Stock, par value $1.00 per share
12/29/2010
Acquired in connection with Agreement and Plan of Merger, dated as of March 30, 2010 between Northeast Bancorp and FHB Formation LLC
Northeast Bancorp
149,952 (1)
12/29/2010
Acquired in connection with Agreement and Plan of Merger, dated as of March 30, 2010 between Northeast Bancorp and FHB Formation LLC
 
INSTRUCTIONS:  
1.  
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
2.                    If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

 
TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
 
Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of Securities Sold
Gross Proceeds
         
REMARKS: (1) Consists of 114,846 shares of Voting Common Stock and 35,106 shares of Non-voting Common Stock, which automatically convert into Voting Common Stock upon sale.
  
INSTRUCTIONS:
  
ATTENTION:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
  
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
 
May 23, 2013
  
by BlackRock Investment Management, LLC, by David B. Maryles
DATE OF NOTICE
  
(SIGNATURE)
     
   
The notice shall be signed by the person for whose account the securities are to be sold.  At least one copy of the notice shall be manually signed.  Any copies not manually signed shall bear typed or printed signatures.
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
  
 
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
SEC 1147 (02-08)