Filing Details

Peoples Bancorp of North Carolina, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

710577107

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 9, 2022

(Date of Event which Requires Filing of this Statement)

CUSIP No.

710577107

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Robert C. Abernethy

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [ ]

(b)  [x]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

PF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

325,699 (1)

8

SHARED VOTING POWER

47,994 (2)

9

SOLE DISPOSITIVE POWER

325,699 (1)

10

SHARED DISPOSITIVE POWER

47,994 (2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

373,693 (3)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 [  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.62% (4)

14

TYPE OF REPORTING PERSON (See Instructions)

IN

(1)

Reflects: (i) 207,336 shares of Common Stock owned by Mr. R. Abernethy; and (ii) 118,363 shares of Common Stock owned by Carolina Glove Company, Inc. Mr. R. Abernethy is President, Secretary and Treasurer of Carolina Glove Company, Inc.

(2)

Reflects: 47,994 shares of Common Stock owned by the Estate of Christine S. Abernethy for which Mr. R. Abernethy serves as a co-executor.

(3)

Reflects: (i) 207,336 shares of Common Stock owned by Mr. R. Abernethy; (ii) 118,363 shares of Common Stock owned by Carolina Glove Company, Inc. Mr. R. Abernethy is President, Secretary and Treasurer of Carolina Glove Company, Inc.; and (iii) 47,994 shares of Common Stock owned by the Estate of Christine S. Abernethy for which Mr. R. Abernethy serves as a co-executor. Excludes 7,416 shares of Common Stock owned by Mr. R. Abernethy’s spouse, for which Mr. R. Abernethy disclaims beneficial ownership.

(4)

Based on 5,641,030 shares of Common Stock outstanding at September 30, 2022, as disclosed in the Form 10-Q filed by Peoples Bancorp of North Carolina, Inc. on November 4, 2022.

Item 1.

Security and Issuer

Item 2.

Identity and Background

(a)and (b)

This Schedule 13D is being filed on behalf of Mr. Robert C. Abernethy (the “Reporting Person”). The business address of the Reporting Person is PO Box 999, Conover, North Carolina 28613.

(c)

The Reporting Person is (i) President, Secretary and Treasurer of Carolina Glove Company, Inc., a glove manufacturing company having its principal office at 116 S. McLin Creek Rd, Conover, NC 28613; (ii) Secretary and Assistant Treasurer of Midstate Contractors, Inc., a paving company having its principal office at 3245 Highway 70, Hickory, NC 28602; and (iii) Chairman of the Board of Directors of the Issuer.

(d) and (e)

During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The Reporting Person is a United States citizen.

Item 3.

Source and Amount of Funds or Other Considerations

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

(a)

As of December 9, 2022, the Reporting Person may be deemed to beneficially own 373,693 shares of Common Stock, constituting approximately 6.62% of the outstanding shares of Common Stock.

(b)

The Cover Pages of this Schedule 13D are incorporated herein by reference.

(a) and (b)

The business address of Mr. J. Abernethy is PO Box 1238, Hickory, North Carolina 28603.

(c)

Mr. J. Abernethy is (i) Vice President of Carolina Glove Company, Inc., a glove manufacturing company having its principal office at 116 S. McLin Creek Rd, Conover, NC 28613; (ii) President and Assistant Secretary of Midstate Contractors, Inc., a paving company having its principal office at 3245 Highway 70, Hickory, NC 28602; and (iii) Vice President, Secretary and Chairman of the Board of Directors of Alexander Railroad Company, a railroad company having its principal office at 51 2nd Ave. North, Taylorsville, NC 28681.

(d) and (e)

To the knowledge of the Reporting Person, during the last five years, Mr. J. Abernethy has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mr. J. Abernethy is a United States citizen.

(c)

Item 3 above is incorporated by reference in its entirety into this Item 5(c).

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.

Material to Be Filed as Exhibits

December 28, 2022

Dated

/s/ Robert C. Abernethy

Signature

Robert C. Abernethy

Name/Title