Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  East Rock Capital, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2010
3. Issuer Name and Ticker or Trading Symbol
NORTHEAST BANCORP /ME/ [NBN]
(Last)
(First)
(Middle)
10 EAST 53RD STREET, 31ST FLOOR, 
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Voting Common Stock, par value $1.00 per share 287,150 (1) (2) (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
East Rock Capital, LLC
10 EAST 53RD STREET, 31ST FLOOR
NEW YORK, NY 10022
  X     See Remarks
East Rock Capital GP, LLC
10 EAST 53RD STREET, 31ST FLOOR
NEW YORK, NY 10022
  X     See Remarks
Shapiro Adam
C/O EAST ROCK CAPITAL, LLC
10 EAST 53RD STREET, 31ST FLOOR
NEW YORK, NY 10022
  X     See Remarks

Signatures

/s/ Graham Duncan, Managing Member, D Partners Management, LLC, Managing Member, East Rock Capital, LLC 01/07/2011
**Signature of Reporting Person Date

/s/ Graham Duncan, Managing Member, D Partners Management, LLC, Managing Member, East Rock Capital GP, LLC 01/07/2011
**Signature of Reporting Person Date

/s/ Adam Shapiro 01/07/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The securities reported on this Form 3 are held principally by investment funds and accounts managed and controlled by East Rock Capital, LLC ("Capital") and East Rock Capital GP, LLC ("East Rock GP"), and also by an account managed by the managing principals of Capital and East Rock GP. Adam Shapiro is a managing principal and control person of Capital and East Rock GP.
(2) Each of the Reporting Persons expressly disclaims beneficial ownership of the Voting Common Stock reported hereby, except to the extent of their respective pecuniary interests therein.
(3) The Reporting Persons may be deemed to be members of a group (within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934 as amended (the "Exchange Act")) by virtue of relationships among the Reporting Persons and entities directly or indirectly managed by them, but the Reporting Persons do not affirm the existence of a group. Each of the Reporting Persons expressly disclaims beneficial ownership of all securities of the Issuer, except to the extent of their respective pecuniary interests therein.
 
Remarks:
Remarks:
On December 29, 2010, Adam Shapiro, a managing principal and control person of Capital and East Rock GP, was appointed to the board of directors of the Issuer.  Each of Capital and East Rock GP may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act.

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