SC 13G 1 sc13g_020510.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment _____________)* Territorial Bancorp Inc. ------------------------ (Name of Issuer) Common Stock, $0.01 par value per share --------------------------------------- (Title of Class of Securities) 88145X 108 -------------- (CUSIP Number) December 31, 2009 ------------------------------------------------------- (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) [ ] 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. 88145X 108 Page 2 of 5 Pages ======== ======================================================================= 1 Names of Reporting Persons Territorial Savings Bank Employee Stock Ownership Plan Trust -------- ----------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) --------------- (b) X --------------- -------- ----------------------------------------------------------------------- 3 SEC Use Only -------- ----------------------------------------------------------------------- 4 Citizenship or Place of Organization Hawaii ------------------------- ----- ------------------------------------------------ Number of Shares 5 Sole Voting Power Beneficially Owned by Each Reporting Person 929,718 With: ------------------------- ----- ------------------------------------------------ 6 Shared Voting Power 48,932 ------------------------- ----- ------------------------------------------------ 7 Sole Dispositive Power 978,650 ------------------------- ----- ------------------------------------------------ 8 Shared Dispositive Power 0 -------- ----------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 978,650 -------- ----------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) -------- ----------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row 9 8% of 12,233,125 shares of Common Stock outstanding as of December 31, 2009. -------- ----------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) EP ======== ======================================================================= CUSIP NO. 88145X 108 Page 3 of 5 Pages Item 1 (a) Name of Issuer Territorial Bancorp Inc. (b) Address of Issuer's Principal Executive Offices 1132 Bishop Street 22nd Floor Honolulu, Hawaii 96813 Item 2 (a) Name of Person Filing Territorial Savings Bank Employee Stock Ownership Plan Trust Trustee: Pentegra Trust Company (b) Address of Principal Business Office c/o Pentegra Services, Inc. 108 Corporate Park Drive White Plains, NY 10604-3805 (c) Citizenship or Place of Organization Hawaii (d) Title of Class of Securities Common Stock, par value $.01 per share (e) CUSIP Number 88145X 108 Item 3. If this statement is filed pursuant to ss.ss.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 ss.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. CUSIP NO. 88145X 108 Page 4 of 5 Pages (a) Amount beneficially owned: 978,650 (b) Percent of class: 8%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 929,718. (ii) Shared power to vote or to direct the vote: 48,932. (iii) Sole power to dispose or to direct the disposition of: 978,650. (iv) Shared power to dispose or to direct the disposition of: 0. 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 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. 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. CUSIP NO. 88145X 108 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. Date: February 5, 2010 TERRITORIAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST By: Pentegra Trust Company, as Trustee /s/ William J. Pieper ---------------------------------------- Name: William J. Pieper Title: Trust Officer