13D Filing: Morrison John M and Midwestone Financial Group Inc. (NASDAQ:MOFG)

 

 

This Amendment No. 2 to Schedule 13D (Amendment No. 2) amends and supplements the prior statement on Schedule 13D as filed on May 11, 2015, as amended by Amendment No. 1 to Schedule 13D as filed on February 1, 2016 (collectively, the Schedule 13D), by John M. Morrison (Mr. Morrison) and John M. Morrison Revocable Trust #4 (the Trust and, together with Mr. Morrison, the Reporting Persons), related to the common stock, par value $1.00 per share (Common Stock), of MidWestOne Financial Group, Inc., an Iowa corporation (the Issuer).  Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Except as indicated herein, the information set forth in the Schedule 13D remains unchanged in all material respects. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.  This Amendment No. 2 is being filed by the Reporting Persons in connection with the sale of 2,000,000 shares of the Common Stock by the Trust pursuant to the Underwriting Agreement, dated March 17, 2017 (the Underwriting Agreement), among the Issuer, the Trust and Keefe, Bruyette & Woods, Inc., as the underwriter (the Underwriter).

 

Item 1.                                                         Security and Issuer.

 

There are no amendments to Item 1 of the Schedule 13D pursuant to this Amendment No. 2.

 

Item 2.                                                         Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended by deleting paragraph (c) thereof and inserting the following:

 

(c)           Mr. Morrison is a director of the Issuer.  The address of the Issuer is 102 South Clinton Street, Iowa City, Iowa 52240.

 

Item 3.                                                         Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented by adding thereto the following information:

 

Since the Schedule 13D was filed, shares of Common Stock for which the Reporting Persons are reporting beneficial ownership herein have been acquired or disposed of in the following manner:

 

(a)           On May 15, 2016, the Trust acquired beneficial ownership of 500 shares of the Common Stock pursuant to a grant by the Issuer of restricted stock units which vest on May 15, 2017.  All non-employee directors of the Issuer were granted 500 restricted stock units on that date.

 

(b)           On May 15, 2016, in connection with the vesting of 500 restricted stock units that were awarded on May 15, 2015 held directly by Mr. Morrison, the 500 shares of Common Stock that were issued upon the vesting of the restricted stock units were registered in the name of the Trust rather than in the name of Mr. Morrison.

 

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