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

 

 

As of March 22, 2017, Mr. Morrison beneficially owned 431,393 shares of Common Stock, representing approximately 3.6% of the outstanding shares of Common Stock.  This amount consisted of no shares of Common Stock held individually, 245,693 shares of Common Stock held by the Trust, for which Mr. Morrison is the sole trustee, and 185,700 shares of Common Stock held by the Foundation.  Because Mr. Morrison and his spouse serve as directors of the Foundation and have voting and investment power over the shares of the Common Stock, Mr. Morrison is deemed to have beneficial ownership over such shares.

 

As of March 22, 2017, the Trust beneficially owned 245,693 shares of Common Stock, representing approximately 2.1% of the outstanding shares of Common Stock.

 

(b)           Mr. Morrison has sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition of, no shares of the Common Stock.  As the sole trustee of the Trust, Mr. Morrison shares with the Trust the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 245,693 shares of the Common Stock held by the Trust.  As a director of the Foundation, Mr. Morrison shares the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the 185,700 shares of the Common Stock held by the Foundation.

 

(c)           No transactions in the Issuers Common Stock were effected during the past 60 days by the Reporting Persons except as set forth in Item 3 above

 

(d)           Except as described herein, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock of the Issuer reported on this Schedule 13D.

 

(e)           Mr. Morrison and the Trust each ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on March 22, 2017.

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The information set forth in Item 4 above is hereby incorporated by reference in response to Item 6.

 

Item 7.                                                         Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented by adding thereto the following information:

 

3.             Underwriting Agreement, dated March 17, 2017, by and among MidWestOne Financial Group, Inc., John M. Morrison Revocable Trust #4 and Keefe, Bruyette & Woods, Inc. (incorporated by reference to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2017).

 

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