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): November 915, 2012

MANHATTAN BANCORP

(Exact name of registrant as specified in its charter)

California		000-54116		20-5344927
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

California

(State or other jurisdiction of
incorporation or organization)

000-54116

(Commission
File Number)

20-5344927

(IRS Employer
Identification No.)

2141 Rosecrans Avenue, Suite 1100 El Segundo, California		90245
(Address of principal executive offices)		(Zip Code)

2141 Rosecrans Avenue, Suite 1100

El Segundo, California

(Address of principal executive offices)

90245

(Zip Code)

Registrant’s telephone number, including area code: (310) 606-8000

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:

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On November 915, 2012, ~~Manhattan Bancorp (~~the ~~“Company”),~~Board ~~Carpenter~~of ~~Community~~Directors ~~Bancfund,~~of ~~L.P.~~Manhattan ~~(“CCBF”)~~Bancorp ~~and Carpenter Community Bancfund-A, L.P.~~ (~~“CCBFA” and, together with CCBF,~~ the “~~Carpenter Bancfunds~~Company”), ~~entered~~approved ~~into a Securities Purchase Agreement (~~the ~~“Purchase~~deregistration ~~Agreement”),~~of ~~which provides for (i)~~ the ~~sale by the~~ Company’s ofcommon ~~all~~stock ofwith the ~~shares~~Securities ofand ~~capital~~Exchange ~~stock~~Commission ~~(the “Shares”) of its wholly owned subsidiary, MBFS Holdings, Inc.,~~ and ~~(ii)~~ the ~~assignment~~termination byof the Company’s ofreporting ~~its~~obligations ~~entire~~under ~~right~~the inSecurities ~~and~~Exchange toAct ~~that certain Promissory Note dated as~~ of ~~July 25~~1934, ~~2011~~as ~~(the “MCM Note”)~~amended, ~~made~~in byeach ~~Manhattan~~case ~~Capital~~following ~~Markets,~~the ~~LLC~~completion ~~in favor~~ of the Company’s inproposed ~~the~~rights ~~aggregate~~offering ~~principal amount of $5.0 million, in each case~~ to ~~the~~its ~~Carpenter~~existing ~~Bancfunds~~shareholders ~~for~~(as andiscussed ~~aggregate~~in ~~purchase~~more ~~price~~detail ~~of $5~~below).0 Upon ~~million (~~the ~~“Purchase~~filing ~~Price”). The consummation~~ of ~~the~~a ~~transactions~~Form ~~contemplated~~15 ~~by the Purchase Agreement was completed simultaneously~~ with the ~~signing~~Securities ofand ~~the~~Exchange ~~Purchase Agreement on November 9~~Commission, ~~2012. Prior to~~ the ~~consummation of such transactions, the~~ Company’s ~~received~~obligation anto ~~opinion~~file ~~from~~certain ~~its~~reports ~~financial~~with ~~advisor,~~the ~~Sandler~~Securities ~~O’Neill~~and &Exchange ~~Partners~~Commission, ~~L.P.~~including ~~confirming~~annual ~~that~~reports ~~the~~on ~~portion~~Form of10-K, ~~the~~quarterly ~~Purchase~~reports ~~Price~~on ~~attributable~~Form to10-Q, ~~the~~current ~~sale~~reports ofon ~~the~~Form ~~Shares~~8-K isand ~~fair,~~proxy ~~from a financial point of view~~statements, towill ~~the~~be ~~Company~~immediately suspended.

~~Pursuant~~On toNovember ~~the~~16, ~~terms of the Purchase Agreement~~2012, the Company ~~used~~issued a ~~portion~~press ofrelease ~~the~~announcing ~~Purchase Price to repay $516,667 of accrued but unpaid interest and $4,283,333 of the outstanding principal balance of the loans outstanding under~~ that ~~certain~~it ~~Credit~~has ~~Agreement~~set ~~dated~~5:00 ~~July 25~~p.m., ~~2011~~Eastern ~~(as amended~~Time, ~~the~~on ~~“Credit~~November ~~Agreement”) by and among the Company~~28, ~~Carpenter Fund Management Company~~2012, ~~LLC,~~ as ~~administrative agent, and~~ the ~~Carpenter~~record ~~Bancfunds,~~date asfor ~~lenders. In~~its ~~addition,~~proposed ~~and~~rights ~~pursuant~~offering to ~~and~~its inexisting accordance with the terms of the Credit Agreement, the Carpenter Bancfunds converted the remaining $716,667 of the outstanding principal balance of the loans outstanding under the Credit Agreement into an aggregate of 169,424 shares of the Company’s common stockshareholders. AsA acopy ~~result~~ of the ~~consummation~~press ofrelease ~~these~~is ~~transactions,~~included ~~the~~as ~~principal~~Exhibit ~~balance~~99.1 hereto and ~~all~~incorporated ~~accrued~~by ~~but~~reference ~~unpaid interest under the Credit Agreement has been repaid in full~~herein.

~~Immediately~~Item ~~prior to the closing of the transactions contemplated by the Purchase Agreement, Carpenter Fund Manager GP, LLC, which is the general partner of the Carpenter Bancfunds, beneficially owned~~ 9~~,167,276 shares of the Company’s common stock, or 75~~.2%01 Financial ofStatements ~~the issued~~ and ~~outstanding shares of the Company~~Exhibits. Carpenter Fund Manager GP, LLC has the right to appoint one representative to the Company’s Board of Directors for so long as it beneficially owns at least 10% of the issued and outstanding shares of the Company

~~The~~(d) ~~foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10~~Exhibits.~~1 to this Current Report on Form 8-K and incorporated herein by reference.~~

Exhibit No.		Description

99.1		Press release dated November 16, 2012.

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit No.		Description
Date: November 16, 2012	MANHATTAN BANCORP
10.1		Securities Purchase Agreement, dated as of November 9, 2012, by and among Manhattan Bancorp, Carpenter Community Bancfund, L.P. and Carpenter Community Bancfund-A, L.P.
	(Registrant)
	By:	/s/ Terry L. Robinson
		Terry L. Robinson
		Chief Executive Officer

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.

Date: November 13, 2012	MANHATTAN BANCORP
	(Registrant)
	By:	/s/ Terry L. Robinson
		Terry L. Robinson
		Chief Executive Officer

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