UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~October 2910, 2014

PATHFINDER BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Federal		000-23601		16-1540137
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

214 West First Street, Oswego, NY		13126
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (315) 343-0057

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 29, 2014, Pathfinder Bancorp, Inc. (the “Company”) held a special meeting of shareholders. The items voted upon at the special meeting and the votes for each proposal were as follows:

1. The approval of a plan of conversion and reorganization, whereby Pathfinder Bancorp, MHC and Pathfinder Bancorp, Inc., a federal corporation will convert and reorganize from the mutual holding company structure to the stock holding company structure.

For		Against		Abstain		Broker Non-Votes
2,330,447		4,025		¾		22,811

2. The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the plan of conversion and reorganization.

For		Against		Abstain		Broker Non-Votes
2,350,137		7,146		¾		¾

3a. The approval of a provision in New Pathfinder’s articles of incorporation requiring a super-majority vote of shareholders to approve certain amendments to New Pathfinder’s articles of incorporation.

For		Against		Abstain		Broker Non-Votes
2,156,171		175,987		2,314		22,811

3b. The approval of a provision in New Pathfinder’s articles of incorporation requiring a super-majority vote of shareholders to approve shareholder-proposed amendments to New Pathfinder’s bylaws.

For		Against		Abstain		Broker Non-Votes
2,156,231		175,987		2,254		22,811

3c. The approval of a provision in New Pathfinder’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of New Pathfinder’s outstanding voting stock.

For		Against		Abstain		Broker Non-Votes
2,153,335		180,135		1,002		22,811

Item 8.01 Other Events

On ~~September~~October 3010, 2014, ~~the~~Pathfinder ~~Company~~Bancorp, Inc., a Maryland corporation (“New Pathfinder”) announced that ~~the~~it ~~depositors~~expects to sell 2,636,053 shares of ~~Pathfinder~~common ~~Bank~~stock ~~and~~(including ~~the~~105,442 ~~Company’s~~shares ~~shareholders~~to ~~each~~be ~~approved~~issued to the ~~Plan~~employee ofstock ~~Conversion~~ownership ~~and~~plan) ~~Reorganization~~at ~~pursuant~~$10.00 toper ~~which~~share, ~~Pathfinder~~for ~~Bancorp,~~gross ~~MHC~~offering ~~will~~proceeds ~~convert~~of to$26.4 million in the ~~stock~~offering. ~~holding~~The ~~company~~subscription ~~form~~offering ofwas ~~organization~~oversubscribed ~~and~~by eligible account holders which were the depositors of Pathfinder ~~Bancorp~~Bank as of March 31, ~~Inc~~2013., aValid ~~Maryland~~stock ~~corporation~~orders ~~(“New~~from ~~Pathfinder”),~~these eligible depositors will be filled in accordance with the ~~proposed~~allocation ~~stock~~procedures ~~holding~~described ~~company~~in ~~for~~the prospectus and set forth in Pathfinder ~~Bank~~Bancorp, ~~will~~MHC’s ~~sell~~plan ~~shares~~ of ~~its~~conversion ~~common~~and ~~stock~~reorganization. No other priority groups will have their orders filled.

Additionally, New Pathfinder ~~also~~ announced that ~~based~~the ~~upon~~transaction ~~preliminary~~is ~~results,~~scheduled ~~the~~to ~~subscription~~close ~~offering~~on ~~that~~or ~~closed~~about onOctober ~~September 18~~16, 2014. The ~~was~~shares ~~oversubscribed~~of incommon ~~the~~stock ~~first~~sold ~~category~~in of the ~~subscription~~ offering byand ~~eligible~~issued ~~account~~in ~~holders~~the asexchange of ~~March 31, 2013.~~ New Pathfinder ~~received~~are ~~orders~~expected ~~in excess of the adjusted maximum of the offering range (2,645,000 shares) and no further orders will be accepted. The number of shares~~ to bebegin ~~sold~~being intraded ~~connection~~on ~~with~~ the ~~conversion~~Nasdaq ~~and~~Capital ~~stock~~Market ~~offering will be based~~ on aor ~~final~~about ~~appraisal~~October ~~and~~17, ~~receipt~~2014. ofIt ~~final~~is ~~regulatory~~expected ~~approvals.~~that New Pathfinder’s istrading ~~currently~~symbol ~~processing the orders and~~ will ~~provide~~continue ~~allocation~~to ~~information~~be ~~as soon as it is available~~“PBHC.”

A copy of the press release is included as exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated ~~September~~October 3010, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PATHFINDER BANCORP, INC.
DATE: September 30, 2014	By:	/s/ Thomas W. Schneider
DATE: October 10, 2014	By:	/s/ Thomas W. Schneider
		Thomas W. Schneider
		President and Chief Executive Officer

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