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): ~~October~~November 269, 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.)

2141 Rosecrans Avenue, Suite 1100

El Segundo, California

90245

(Address of principal executive offices)

(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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~October~~November 269, 2012, Manhattan Bancorp (the ~~Board~~“Company”), Carpenter Community Bancfund, L.P. (“CCBF”) and Carpenter Community Bancfund-A, L.P. (“CCBFA” and, together with CCBF, the “Carpenter Bancfunds”), entered into a Securities Purchase Agreement (the “Purchase Agreement”), which provides for (i) the sale by the Company of ~~Directors~~all of the ~~Company~~shares ~~and~~of capital stock (the “Shares”) of its wholly- owned subsidiary, ~~Bank~~MBFS Holdings, Inc., and (ii) the assignment by the Company of ~~Manhattan~~its entire right in and to that certain Promissory Note dated as of July 25, ~~N.A.~~2011 (the “~~Bank~~MCM Note”), ~~appointed~~made ~~Gary~~by C.Manhattan ~~Wallace~~Capital toMarkets, ~~serve~~LLC asin afavor ~~member~~of the Company in the aggregate principal amount of $5.0 million, in each ~~such~~case ~~Board~~to ofthe ~~Directors~~Carpenter ~~until~~Bancfunds ~~his~~for ~~successor~~an isaggregate ~~duly~~purchase ~~elected~~price ~~and~~of ~~qualified~~$5.0 ormillion ~~otherwise~~(the ~~duly~~“Purchase ~~selected~~Price”). In The ~~addition~~consummation toof ~~his~~the ~~responsibilities~~transactions ascontemplated aby ~~member~~the Purchase Agreement was completed simultaneously with the signing of the ~~Board~~Purchase Agreement on November 9, 2012. Prior to the consummation of ~~Directors~~such transactions, Mrthe Company received an opinion from its financial advisor, Sandler O’Neill & Partners, L.P. ~~Wallace~~confirming ~~will~~that ~~serve~~the asportion ~~Chairman~~of the Purchase Price attributable to the sale of the ~~Audit~~Shares ~~Committee~~is fair, from a financial point of view, to the Company.

~~Mr.~~Pursuant ~~Wallace~~to ~~will~~the beterms ~~entitled~~of tothe ~~receive~~Purchase Agreement, the ~~same~~Company ~~compensation~~used ~~paid~~a toportion of the ~~non-employee~~Purchase ~~directors~~Price to repay $516,667 of ~~the~~accrued ~~Company~~but unpaid interest and $4,283,333 ~~which~~of ~~currently~~the ~~consists~~outstanding principal balance of athe ~~fee~~loans ~~equal~~outstanding tounder $1that certain Credit Agreement dated July 25,~~000~~ ~~per~~2011 ~~Board~~(as ~~meeting~~amended, anthe ~~annual~~“Credit ~~fee~~Agreement”) ofby ~~$10~~and among the Company,~~000~~ ~~for~~Carpenter ~~participation~~Fund onManagement Company, LLC, as administrative agent, and the ~~Audit~~Carpenter ~~Committee~~Bancfunds, as ~~chairman~~lenders. In addition, and anpursuant ~~annual~~to ~~fee~~and in accordance with the terms of $1the Credit Agreement,~~000~~ ~~for~~the ~~participation~~Carpenter onBancfunds ~~any~~converted ~~other~~the ~~committee~~remaining $716,667 of the ~~Board~~outstanding inprincipal abalance ~~non-chair~~of ~~capacity. In~~the ~~addition,~~loans ~~periodically~~outstanding under the Credit Agreement into an aggregate of 169,424 shares of the Company’s ~~grants~~common stock. As ~~options~~a toresult ~~each~~of ~~non-employee~~the ~~director~~consummation ~~based~~of ~~upon~~these transactions, the ~~value~~principal ofbalance and all accrued but unpaid interest under the ~~service~~Credit ~~rendered~~Agreement has been repaid in full.

~~Mr.~~Immediately ~~Wallace,~~prior ~~58,~~to ~~has~~the ~~worked~~closing ~~over~~of 30the ~~years~~transactions incontemplated ~~various~~by ~~capacities in~~ the ~~financial~~Purchase ~~industry~~Agreement, ~~principally~~Carpenter ~~related~~Fund toManager ~~corporate~~GP, ~~governance. Mr.~~LLC, ~~Wallace~~which ~~retired~~is asthe ageneral ~~KPMG~~partner ~~Audit~~of ~~Partner~~the ~~Specialist~~Carpenter inBancfunds, ~~Banking~~beneficially ~~and~~owned ~~Investment Services in 2005~~9,167,276 ~~having~~shares ~~served as head~~ of the ~~Northern~~Company’s ~~California~~common ~~Financial~~stock, ~~Institutions~~or ~~Practice~~75. ~~Following~~2% ~~his~~of ~~retirement,~~the ~~Mr.~~issued ~~Wallace served as a director~~ and ~~member~~outstanding shares of the ~~Audit~~Company. Carpenter ~~Committee~~Fund ofManager ~~North~~GP, ~~Bay~~LLC ~~Bancorp~~has ~~and~~the ~~subsidiary~~right ~~The~~to ~~Vintage~~appoint ~~Bank~~one ~~from~~representative ~~2006~~to ~~through~~the ~~April~~Company’s ~~2007,~~Board ~~when~~of ~~such~~Directors ~~companies~~for ~~were~~so ~~sold. Since~~long ~~2008,~~as ~~Mr.~~it ~~Wallace~~beneficially ~~has~~owns ~~provided~~at ~~consulting~~least ~~services~~10% toof ~~various~~the ~~banks,~~issued ~~private~~and ~~equity~~outstanding ~~firms,~~shares ~~venture~~of ~~capital firms and~~ the ~~Public~~ Company ~~Accounting Oversight Board.~~

2The 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 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~SIGNATURES~~2

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

Date: November 1, 2012	MANHATTAN BANCORP
	(Registrant)
	By:	/s/ Terry L. Robinson
		Terry L. Robinson
		Chief Executive Officer

(d) Exhibits.

Exhibit No.		Description

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.

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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