Filing Details
- Accession Number:
- 0001493152-24-021746
- Form Type:
- 13D Filing
- Publication Date:
- 2024-05-28 20:00:00
- Filed By:
- Scott James R
- Company:
- First Interstate Bancsystem Inc (NASDAQ:FIBK)
- Filing Date:
- 2024-05-29
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Shareholders affiliated with Risa K. Scott | 400,756 | 85,836 | 400,756 | 85,836 | 486,592 | 0.47% |
| Shareholders affiliated with James R. Scott | 3,972,381 | 428,287 | 3,972,381 | 428,287 | 4,400,668 | 4.21% |
| Shareholders affiliated with John M. Heyneman, Jr | 1,246,843 | 176,719 | 1,246,843 | 176,719 | 1,423,562 | 1.36% |
| Shareholders affiliated with Julie Scott Rose | 776,022 | 1,048,438 | 776,022 | 1,048,438 | 1,824,460 | 1.74% |
| Homer Scott Jr Trust, First Interstate Wealth Management Trustee | 0 | 0 | 0 | 950,753 | 950,753 | 0.91% |
| Shareholders affiliated with Susan S. Heyneman | 639,256 | 0 | 639,256 | 0 | 639,256 | 0.61% |
| Shareholders affiliated with James R. Scott, Jr | 132,738 | 0 | 132,738 | 0 | 132,738 | 0.13% |
| Shareholders affiliated with Jonathan R. Scott | 621,873 | 50,000 | 621,873 | 50,000 | 671,873 | 0.64% |
| Shareholders affiliated with Jeremy Scott | 3,486,000 | 0 | 3,486,000 | 0 | 3,486,000 | 3.33% |
| Geoffrey D. Scott | 89,756 | 1,650 | 89,756 | 1,650 | 91,406 | 0.09% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
FIRST INTERSTATE BANCSYSTEM, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
32055Y 201
(CUSIP Number)
James R. Scott
c/o First Interstate BancSystem, Inc.
401 North 31st Street
Billings, Montana 59116
(406) 255-5390
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 23, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 32055Y 201 | 13D | Page 2 of 22 pages |
| 1. | Names of Reporting Persons
Shareholders affiliated with Risa K. Scott | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
PF; OO | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ |
| 6. | Citizenship or Place of Organization
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power
400,756 |
| 8. | Shared Voting Power
85,836 | |
| 9. | Sole Dispositive Power
400,756 | |
| 10. | Shared Dispositive Power
85,836 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
486,592 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
0.47% | |
| 14. | Type of Reporting Person (See Instructions)
IN, OO (See Item 2) |
| CUSIP No. 32055Y 201 | 13D | Page 3 of 22 pages |
| 1. | Names of Reporting Persons
Shareholders affiliated with James R. Scott | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 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
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
3,972,381 |
| 8. | Shared Voting Power
428,287 | |
| 9. | Sole Dispositive Power
3,972,381 | |
| 10. | Shared Dispositive Power
428,287 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,400,668 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
4.21% | |
| 14. | Type of Reporting Person (See Instructions)
IN, OO (See Item 2) |
| CUSIP No. 32055Y 201 | 13D | Page 4 of 22 pages |
| 1. | Names of Reporting Persons
Shareholders affiliated with John M. Heyneman, Jr. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 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
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power
1,246,843 |
| 8. | Shared Voting Power
176,719 | |
| 9. | Sole Dispositive Power
1,246,843 | |
| 10. | Shared Dispositive Power
176,719 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,423,562 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
1.36% | |
| 14. | Type of Reporting Person (See Instructions)
IN, OO (See Item 2) |
| CUSIP No. 32055Y 201 | 13D | Page 5 of 22 pages |
| 1. | Names of Reporting Persons
Shareholders affiliated with Julie Scott Rose | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 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
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power
776,022 |
| 8. | Shared Voting Power
1,048,438 | |
| 9. | Sole Dispositive Power
776,022 | |
| 10. | Shared Dispositive Power
1,048,438 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,824,460 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
1.74% | |
| 14. | Type of Reporting Person (See Instructions)
IN, OO (See Item 2) |
| CUSIP No. 32055Y 201 | 13D | Page 6 of 22 pages |
| 1. | Names of Reporting Persons
Homer Scott Jr Trust, First Interstate Wealth Management Trustee | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 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
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
950,753 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
950,753 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
0.91% | |
| 14. | Type of Reporting Person (See Instructions)
OO |
| CUSIP No. 32055Y 201 | 13D | Page 7 of 22 pages |
| 1. | Names of Reporting Persons
Shareholders affiliated with Susan S. Heyneman | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 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
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power
639,256 |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
639,256 | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
639,256 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
0.61% | |
| 14. | Type of Reporting Person (See Instructions)
IN, OO (See Item 2) |
| CUSIP No. 32055Y 201 | 13D | Page 8 of 22 pages |
| 1. | Names of Reporting Persons
Shareholders affiliated with James R. Scott, Jr. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
PF, OO | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ |
| 6. | Citizenship or Place of Organization
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power
132,738 |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
132,738 | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
132,738 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
0.13% | |
| 14. | Type of Reporting Person (See Instructions)
IN, OO (See Item 2) |
| CUSIP No. 32055Y 201 | 13D | Page 9 of 22 pages |
| 1. | Names of Reporting Persons
Shareholders affiliated with Jonathan R. Scott | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
PF, OO | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ |
| 6. | Citizenship or Place of Organization
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power
621,873 |
| 8. | Shared Voting Power
50,000 | |
| 9. | Sole Dispositive Power
621,873 | |
| 10. | Shared Dispositive Power
50,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
671,873 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
0.64% | |
| 14. | Type of Reporting Person (See Instructions)
IN, OO (See Item 2) |
| CUSIP No. 32055Y 201 | 13D | Page 10 of 22 pages |
| 1. | Names of Reporting Persons
Shareholders affiliated with Jeremy Scott | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
PF, OO | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ |
| 6. | Citizenship or Place of Organization
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power
3,486,000 |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
3,486,000 | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,486,000 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
3.33% | |
| 14. | Type of Reporting Person (See Instructions)
IN, OO (See Item 2) |
| CUSIP No. 32055Y 201 | 13D | Page 11 of 22 pages |
| 1. | Names of Reporting Persons
Geoffrey D. Scott | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐ | |
| 3. | SEC Use Only
| |
| 4. | Source of Funds (See Instructions)
PF, OO | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ |
| 6. | Citizenship or Place of Organization
(See Item 2) |
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
89,756 |
| 8. | Shared Voting Power
1,650 | |
| 9. | Sole Dispositive Power
89,756 | |
| 10. | Shared Dispositive Power
1,650 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
91,406 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
0.09% | |
| 14. | Type of Reporting Person (See Instructions)
IN |
| CUSIP No. 32055Y 201 | 13D | Page 12 of 22 pages |
Explanatory Note
This Amendment No. 22 (“Amendment No. 22”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 2, 2011 (as amended to date, the “Schedule 13D”), with respect to the common stock, $0.00001 par value per share (“Common Stock”) of First Interstate BancSystem, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment No. 22 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
Except as set forth herein, all items remain as previously reported in the Schedule 13D.
| ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
Geoffrey D. Scott is a shareholder of J&G Brothers Inc. Mr. Scott’s address is P.O. Box 7113, Billings, Montana 59103. Mr. Scott is a citizen of the United States of America.
During the last five years, Mr. Scott has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
Mr. Scott acquired the securities reported in this Schedule 13D through estate planning transactions, gifts from family, and in open market purchases using personal funds.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Stockholders’ Agreement
On May 23, 2024, Mr. Scott became an observer to the Board of Directors of the Issuer and entered into the Stockholders’ Agreement, which was originally executed on September 15, 2021, and described in Amendment No. 18.
| CUSIP No. 32055Y 201 | 13D | Page 13 of 22 pages |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 14,107,308 shares of Common Stock, representing approximately 13.49% of the outstanding shares of Common Stock, and an equal percentage of its voting power, based on 104,568,019 shares of Common Stock outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 3, 2024. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below.
| ● | Risa K. Scott may be deemed to beneficially own 486,592 shares of Common Stock, representing 0.47% of the outstanding Common Stock, which includes: |
| ■ | 400,756 shares of Common Stock held by Risa K Scott TTEE Risa K Scott Trust Dtd 12/4/15, over which Risa K. Scott has sole voting and dispositive power; | |
| ■ | 85,836 shares of Common Stock held by Risa K. Scott & John Heyneman Jr., TTEEs FBO Risa K Scott Exemption Trust Under the Scott Family 1996 Trust, over which Ms. Scott has shared voting and dispositive power with John M. Heyneman, Jr. |
| ● | James R. Scott may be deemed to beneficially own 4,400,668 shares of Common Stock, representing 4.21% of the outstanding Common Stock, which includes: |
| ■ | 12,651 shares of Common Stock held directly by James R. Scott. | |
| ■ | 15,661 shares of Common Stock held indirectly by James R. Scott through a 401(k) account. | |
| ■ | 1,970,031 shares of Common Stock held by James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs, over which Mr. Scott has sole voting and dispositive power. | |
| ■ | 35,240 shares of Common Stock held by James R and Christine M Scott Foundation, over which Mr. Scott has shared voting and dispositive power with the board of the same. | |
| ■ | 1,901,036 shares of Common Stock held by JS Investments Limited Partnership, over which Mr. Scott has sole voting and dispositive power. | |
| ■ | 343,599 shares of Common Stock held by Foundation for Community Vitality, over which Mr. Scott has shared voting and dispositive power with the board of the same. | |
| ■ | 73,002 shares of Common Stock held by James F Heyneman Conservatorship, James Scott, Conservator, over which Mr. Scott has sole voting and dispositive power. | |
| ■ | 7,096 shares of Common Stock held by James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees, over which Mr. Scott has shared voting and dispositive power. | |
| ■ | 42,352 shares of Common Stock held by James R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power. |
| ● | John M. Heyneman, Jr. may be deemed to beneficially own 1,423,562 shares of Common Stock, representing 1.36% of the outstanding Common Stock, which includes: |
| ■ | 5,558 shares of Common Stock held directly by John M. Heyneman, Jr. | |
| ■ | 155,493 shares of Common Stock held by John M Heyneman Jr. Trust, over which Mr. Heyneman has sole voting and dispositive power. | |
| ■ | 85,836 shares of Common Stock held by Riki Rae Scott Davidson & John Heyneman Jr., Trustees FBO Riki Scott Davidson Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Riki Davidson. | |
| ■ | 85,836 shares of Common Stock held by Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Rae Ann Morss. | |
| ■ | 1,085,792 shares of Common Stock held by Towanda Investments Limited Partnership, over which Mr. Heyneman has sole voting and dispositive power. | |
| ■ | 3,977 shares of Common Stock held by John M. Heyneman, Jr.’s spouse, over which Mr. Heyneman has shared voting and dispositive power. | |
| ■ | 1,070 shares of Common Stock held by John M. Heyneman, Jr.’s daughter, over which Mr. Heyneman has shared voting and dispositive power. |
| CUSIP No. 32055Y 201 | 13D | Page 14 of 22 pages |
| ● | Julie Scott Rose may be deemed to beneficially own 1,824,460 shares of Common Stock, representing 1.74% of the outstanding Common Stock, which includes: |
| ■ | 410,281 shares of Common Stock held by Julie A Scott Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-2002. | |
| ■ | 95,065 shares of Common Stock held by Juliana Sarah Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power. | |
| ■ | 95,064 shares of Common Stock held by Elizabeth Lauren Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power. | |
| ■ | 58,537 shares of Common Stock held by Holland Elizabeth Scott Trust, over which Ms. Rose has sole voting and dispositive power. | |
| ■ | 58,537 shares of Common Stock held by Harper Grace Scott Trust, over which Ms. Rose has sole voting and dispositive power. | |
| ■ | 58,538 shares of Common Stock held by Harrison William Scott Trust, over which Ms. Rose has sole voting and dispositive power. | |
| ■ | 209,678 shares of Class A Stock held by IXL Limited Liability Company, over which Ms. Rose has shared voting and dispositive power with Jonathan Scott. | |
| ■ | 838,760 shares of Common Stock held by The Thomas & Joan Scott Foundation, over which Ms. Rose has shared voting power. |
| ● | Homer Scott Jr Trust, First Interstate Wealth Management Trustee may be deemed to beneficially own 950,753 shares of Common Stock, representing 0.91% of the outstanding Common Stock. |
| ● | Susan S. Heyneman may be deemed to beneficially own 639,256 shares of Common Stock, representing 0.61% of the outstanding Common Stock, which includes: |
| ■ | 639,256 shares of Common Stock held by Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees, over which Ms. Heyneman has sole voting and dispositive power. |
| ● | James R. Scott Jr. may be deemed to beneficially own 132,738 shares of Common Stock, representing 0.13% of the outstanding Common Stock, which includes: |
| ■ | 81,454 shares of Common Stock held directly by James R. Scott Jr. | |
| ■ | 25,642 shares of Common Stock held by First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power. | |
| ■ | 25,642 shares of Common Stock held by First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power. |
| ● | Jonathan R. Scott may be deemed to beneficially own 671,873 shares of Common Stock, representing 0.64% of the outstanding Common Stock, which includes: |
| ■ | 5,736 shares of Common Stock held directly by Jonathan R. Scott. | |
| ■ | 616,137 shares of Common Stock held by Jonathan Scott as Trustee of the Jonathan R Scott Trust Dated as of 4/21/04, over which Jonathan R. Scott has sole voting and dispositive power. | |
| ■ | 50,000 shares of Common Stock held by Jonathan R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power. |
| CUSIP No. 32055Y 201 | 13D | Page 15 of 22 pages |
| ● | Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.33% of the outstanding Common Stock, which includes: |
| ■ | 69,892 shares of Common Stock held by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15, over which Jeremy Scott has sole voting and dispositive power. | |
| ■ | 3,416,108 shares of Common Stock held by NBAR5 Limited Partnership, over which Jeremy Scott has sole voting and dispositive power. |
| ● | Geoffrey D. Scott may be deemed to beneficially own 91,406 shares of Common Stock, representing 0.09% of the outstanding Common Stock, which includes: |
| ■ | 89,756 shares of Common Stock held directly by Geoffrey D. Scott. | |
| ■ | 1,650 shares of Common Stock held by Geoffrey D. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power. |
(c) Other than as described in Item 4, the Reporting Persons have effected the following transactions in the Common Stock during the past 60 days:
| ● | On May 14, 2024, Julie A. Scott Rose Trustee of the Julie A. Scott Rose Trust Dated 5-14-2002, sold 110,000 shares of Common Stock, the Juliana Sarah Scott Rose Trust sold 27,000 shares of Common Stock, and the Elizabeth Lauren Scott Rose Trust sold 27,000 shares of Common Stock, in a series of open market transactions at a weighted average price of $27.55 with a price range of $27.44 to $27.71. The Reporting Person undertakes to provide to the Issuer or the staff of the SEC, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above. | |
| ● | On May 15, 2024, the Thomas & Joan Scott Foundation sold 36,300 shares of Common Stock in a series of open market transactions at a weighted average price of $27.81 with a price range of $27.66 to $28.02. |
(d) None.
(e) Not applicable.
| CUSIP No. 32055Y 201 | 13D | Page 16 of 22 pages |
| ITEM 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
* Previously filed.
| CUSIP No. 32055Y 201 | 13D | Page 17 of 22 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| May 28, 2024 | ||
| Date | ||
| * | ||
| Risa K. Scott | ||
| Risa K. Scott & John Heyneman Jr., TTEES FBO Risa K. Scott exemption trust under the Scott family 1996 trust | ||
| By: | * | |
| Name: | Risa K Scott | |
| Title: | Trustee | |
| Risa K Scott TTEE Risa K Scott Trust DTD 12/4/15 | ||
| By: | * | |
| Name: | Risa K Scott | |
| Title: | Trustee | |
| * | ||
| James R. Scott | ||
| Foundation for Community Vitality | ||
| By: | * | |
| Name: | James R. Scott | |
| Title: | Director | |
| James F Heyneman Conservatorship, James Scott, Conservator | ||
| By: | * | |
| Name: | James R. Scott | |
| Title: | Conservator | |
| CUSIP No. 32055Y 201 | 13D | Page 18 of 22 pages |
| James R Scott Trust | ||
| By: | * | |
| Name: | James R. Scott | |
| Title: | Trustee | |
| James R And Christine M Scott Foundation | ||
| By: | * | |
| Name: | James R. Scott | |
| Title: | President | |
| JS Investments Limited Partnership | ||
| By: | * | |
| Name: | James R. Scott | |
| Title: | Managing Partner | |
| James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs | ||
| By: | * | |
| Name: | James R. Scott | |
| Title: | Trustee | |
| James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees | ||
| By: | * | |
| Name: | James R. Scott | |
| Title: | Trustee | |
| * | ||
| John M. Heyneman, Jr. | ||
| Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust under the Scott family 1996 Trust | ||
| By: | * | |
| Name: | John M. Heyneman Jr | |
| Title: | Co-Trustee | |
| CUSIP No. 32055Y 201 | 13D | Page 19 of 22 pages |
| Riki Rae Scott Davidson & John Heyneman Jr., trustees FBO Riki Scott Davidson Exemption Trust under the Scott family 1996 Trust | ||
| By: | * | |
| Name: | John M. Heyneman Jr | |
| Title: | Co-Trustee | |
| John M. Heyneman Jr. Trust | ||
| By: | * | |
| Name: | John M. Heyneman Jr | |
| Title: | Trustee | |
| Towanda Investments Limited Partnership | ||
| By: | * | |
| Name: | John M. Heyneman Jr | |
| Title: | Managing Partner | |
| * | ||
| Julie Scott Rose | ||
| Elizabeth Lauren Scott Rose Trust | ||
| By: | * | |
| Name: | Julie Scott Rose | |
| Title: | Trust Advisor | |
| Harper Grace Scott Trust | ||
| By: | * | |
| Name: | Julie Scott Rose | |
| Title: | Trustee | |
| CUSIP No. 32055Y 201 | 13D | Page 20 of 22 pages |
| Harrison William Scott Trust | ||
| By: | * | |
| Name: | Julie Scott Rose | |
| Title: | Trustee | |
| Holland Elizabeth Scott Trust | ||
| By: | * | |
| Name: | Julie Scott Rose | |
| Title: | Trustee | |
| IXL Limited Liability Company | ||
| By: | * | |
| Name: | Julie Scott Rose | |
| Title: | Designated member | |
| Juliana Sarah Scott Rose Trust | ||
| By: | * | |
| Name: | Julie Scott Rose | |
| Title: | Trust Advisor | |
| Julie A Scott Rose Trustee of the Julie A Scott Rose Trust dated 5-14-2002 | ||
| By: | * | |
| Name: | Julie Scott Rose | |
| Title: | Trustee | |
| CUSIP No. 32055Y 201 | 13D | Page 21 of 22 pages |
| Homer Scott Jr Trust, First Interstate Wealth Management Trustee | ||
| By: | * | |
| Name: | First Interstate Bank Wealth Management | |
| Title: | Trustee | |
| * | ||
| Susan S. Heyneman | ||
| Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees | ||
| By: | * | |
| Name: | Susan Heyneman | |
| Title: | Trustee | |
| * | ||
| James R Scott, Jr. | ||
| First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 DTD 12/11/2020 | ||
| By: | * | |
| Name: | James R. Scott Jr. | |
| Title: | Authorized Signatory | |
| By: | * | |
| Name: | Hannah Wagner | |
| Title: | Trustee | |
| By: | * | |
| Name: | Clarene Westburg | |
| Title: | Trustee | |
| First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 DTD 12/11/2020 | ||
| By: | * | |
| Name: | James R. Scott Jr. | |
| Title: | Authorized Signatory | |
| CUSIP No. 32055Y 201 | 13D | Page 22 of 22 pages |
| By: | * | |
| Name: | Hannah Wagner | |
| Title: | Trustee | |
| By: | * | |
| Name: | Clarene Westburg | |
| Title: | Trustee | |
| * | ||
| Jonathan R. Scott | ||
| Jonathan Scott as Trustee of the Jonathan R Scott Trust dated as of 4/21/04 | ||
| By: | * | |
| Name: | Jonathan Scott | |
| Title: | Trustee | |
| * | ||
| Jeremy Scott | ||
| Jeremy Scott TTEE, Jeremy Scott Revocable Trust DTD 6/25/15 | ||
| By: | * | |
| Name: | Jeremy Paul Scott | |
| Title: | Trustee | |
| NBar5 Limited Partnership | ||
| By: | * | |
| Name: | Jeremy Scott | |
| Title: | Managing Member | |
| * | ||
| Geoffrey D. Scott | ||
| *By: | /s/ TIMOTHY LEUTHOLD | |
| Timothy Leuthold, as attorney-in-fact | ||