Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 680033107

13G

1.

Names of Reporting Persons
Alerus Financial Corporation Employee Stock Ownership Plan

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Not applicable

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,307,439(1)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,307,439(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,439

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.67%(3)

12.

Type of Reporting Person (See Instructions)
EP

Item 1.

(a)

Name of Issuer
Alerus Financial Corporation

(b)

Address of Issuers Principal Executive Offices
401 Demers Avenue

Grand Forks, North Dakota 58201

Item 2.

(a)

Name of Person Filing
Alerus Financial Corporation Employee Stock Ownership Plan

(b)

Address of Principal Business Office or, if none, Residence
401 Demers Avenue

Grand Forks, North Dakota 58201

(c)

Citizenship
Not applicable

(d)

Title of Class of Securities
Common Stock, $1.00 par value per share, of Alerus Financial Corporation

(e)

CUSIP Number
01446U103

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

x

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable

Item 4.

Ownership

(a)

Amount beneficially owned:   

1,307,439

(b)

Percent of class*:   

7.67%

* Based on 17,049,551 shares outstanding as of December 31, 2019.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote:   

0

(ii)

Shared power to vote or direct the vote:    

1,307,439

(iii)

Sole power to dispose or to direct the disposition of:   

0

(iv)

Shared power to dispose or to direct the disposition of:   

1,307,439

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:  o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certifications

Not Applicable.

Alerus Financial Corporation Employee Stock Ownership Plan

By: Alerus Financial Corporation Employee Stock Ownership Plan Committee of the Board of Directors, Trustee

By:

/s/ Christopher Wolf

Christopher Wolf, Chairman