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

 

 

(c)           On December 9, 2016, the John M. & Susan Morrison Foundation, a private registered charitable foundation (the Foundation) made a gift of 14,300 shares of the Common Stock.

 

(d)           On December 20, 2016, the Trust made a gift of 20,890 shares of the Common Stock to the Community Foundation of Collier County (Naples, FL), a public registered charitable foundation.  The Reporting Persons do not retain any direction on the voting and disposition of shares held by the Community Foundation of Collier County.

 

(e)           On March 22, 2017, the Trust sold 2,000,000 shares of the Common Stock for $32.88 per share in a public offering transaction pursuant to the terms of the Underwriting Agreement.

 

Item 4.                                                         Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding thereto the following information:

 

The purpose of filing this Amendment No. 2 is to update the beneficial ownership of the Reporting Persons previously disclosed as a result of the transactions of the Common Stock described in Item 3 and as described below.

 

Pursuant to the Underwriting Agreement, on March 22, 2017, the Trust sold 2,000,000 shares of the Common Stock to the Underwriter at a price of $32.88 per share in a registered offering (the Public Offering).  In connection with the Public Offering, the Trust and directors and executive officers of the Issuer, including Mr. Morrison, entered into a lock-up agreement (the Lock-up Agreement) with the Underwriter.  Under the Lock-up Agreement, each party to the Lock-up Agreement agreed, subject to certain exceptions, not to sell specified securities of the Issuer for a period of 60 days.

 

The summaries of the Underwriting Agreement and Lock-up Agreement contained in this Item 4 are qualified in their entirety by reference to the Underwriting Agreement and the Lock-up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.

 

Except as described in this Item 4 and Item 6 of this Amendment No. 2, the Reporting Persons have no current plans or proposals that would result in any of the actions required to be reported herein.

 

Item 5.                                                         Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a), (b), (c), (d) and (e) thereof and inserting the following:

 

(a)           For purposes of calculating each Reporting Persons beneficial ownership percentage, the total shares of Common Stock outstanding is based on 11,959,521 shares of Common Stock outstanding as of March 22, 2017.

 

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