Amended Statement of Beneficial Ownership (sc 13d/a)
March 04 2015 - 1:57PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
29
)*
Summit Financial Group
(Name of
Issuer)
Common
(Title of
Class of Securities)
86606g
(CUSIP
Number)
Teresa Ely,
Summit Financial Group
PO Box 179
Moorefield,
West Virginia
26836
Phone : 304-530-1000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 02, 2015
(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.
o
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).
1 |
NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Crites John |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o |
| (b) | o |
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3 |
SEC
USE ONLY
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4 |
SOURCE
OF FUNDS
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PF
OO |
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
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169,956 |
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8 |
SHARED
VOTING POWER
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628,860 |
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9 |
SOLE
DISPOSITIVE POWER
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169,956 |
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10 |
SHARED
DISPOSITIVE POWER
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428,870 |
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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798,816 |
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 |
TYPE
OF REPORTING PERSON
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| | Item 1 is amended to read as follows:
This Amendment No. 29 to Schedule 13D is being filed by John W. Crites to amend the Schedule 13D filed on March 31, 2009, as previously amended by Amendments Nos. 1-28 to Schedule 13D, inclusive, as furthered described in prior filings with the Securities Exchange Commission (together, the "Schedule 13D"), relating to the Common Stock, par value $2.50 per Share, of Summit Financial Group, Inc., a West Virginia corporation to reflect as of March 2, 2015, Mr. Crites and his spouse, Patricia Crites did not exercise, in whole or in part, their right to convert 1666 shares of Summit Series 2011 Preferred Stock beneficially owned by them into Shares of Common Stock, and (ii) the trustee of a subtrust did not exercise, in whole or in part, the right to convert 334 shares of Summit Series 2011 Preferred Stock that were convertible into Shares of Common Stock over which Mr. and Mrs. Crites exercised voting power. However, Mr. and Mrs. Crites continue to have beneficial ownership of the Shares as a result of the receipt of notice from Summit Financial Group, Inc., that it will convert all of its outstanding shares of preferred stock, including the Summit Series 2011 Preferred Stock on March 12, 2015.
The class of equity securities to which this Statement relates is the Common Stock, par value $2.50 per Share (the “Shares” or the "Common Stock"), of Summit Financial Group, Inc. a West Virginia corporation (“Summit”), whose principal executive offices are at 300 North Main Street, Moorefield, WV 26836. |
Item 3. |
Source
and Amount of Funds or Other Consideration
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| | |
| | Item 4 is amended to read as follows:
On October 31, 2011 Mr. and Mrs. Crites purchased 2,000 Shares of Summit Financial Group, Inc. 8% Non-Cumulative Convertible Preferred Stock, Series 2011 (the “Summit Series 2011 Preferred Stock”).
On June 30, 2014, Mr. Crites and his spouse transferred a total of 1,503 Shares of Summit Series 2011 Preferred Stock to nine subtrusts created to support the future health, maintenance and education of their grandchildren. Mr. Crites and his spouse are co-trustees for seven of the nine subtrusts and also have the power to vote the Shares of Summit Common stock owned by the nine subtrusts, including the two subtrusts for which they do not act as co-trustees.
Under the terms of the Series 2011 Preferred Stock, Mr. and Mrs. Crites have the right to convert the Summit Series 2011 Preferred Stock on any dividend payment date, at their option, into Shares of Common Stock based on a conversion rate determined by dividing $500 by $4.00. The dividend payment dates are March 1, June 1, September 1 and December 1 of each year (each "Dividend Payment Date”).
As of March 2, 2015, neither Mr. and Mrs. Crites nor the trustee of the two subtrusts exercised their rights to convert, in whole or in part, the Summit Series 2011 Preferred Stock. However, Mr. and Mrs. Crites continue to have beneficial ownership of the Shares as a result of the receipt of notice from Summit Financial Group, Inc., that it will convert all of its outstanding shares of preferred stock, including the Summit Series 2011 Preferred Stock on March 12, 2015. |
Item 5. |
Interest
in Securities of the Issuer
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| | |
| (b) | Item 5(b) is amended to read as follows:
Mr. Crites has sole voting and dispositive power over 169,956 of the Shares, which includes 71,059 Shares owned by The Patricia A. Crites 2010 Grantor Retained Annuity Trust, for which he is the trustee, and 98,897 Shares of common stock owned by the Patricia A. Crites 2012 Grantor Retained Annuity Trust for which he acts as trustee. He shares voting and dispositive power over 220,620 Shares with his wife, Patricia Crites, which includes 69,000 Shares of common stock held in six subtrusts created for the benefit of the Crites grandchildren, for which Mr. and Mrs. Crites act as co-trustees as described in Item 6 below, 124,320 Shares owned individually by Mrs. Crites, and 27,300 Shares individually owned by Mr. Crites.
Patricia Crites is a citizen of the United States and is a principal shareholder and Secretary of Allegheny Wood Products, Inc., a company engaged in the hardwood manufacturing and sales business. Allegheny Wood Products, Inc. is located at P.O. Box 867, Airport Road, Petersburg, West Virginia 26847.
Mr. Crites also shares voting power but not dispositive over 158,240 of the Shares with his wife Patricia Crites, under two trusts, for the benefit of their grandchildren as described in Item 6 below.
During the last five years, Mr. Crites has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has Mr. Crites been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person 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. Mr. Crites is a citizen of the United States. |
| | Transaction Date | | Shares or Unites Purchased (Sold) | | Price Per Share or Unit | |
| (d) | Item 5(d) is amended to read as follows:
Mr. Crites’ spouse has the right to receive or the power to direct the receipt of dividends from the sale of 151,620 of the Shares jointly and beneficially owned by them.
In her capacity as co-trustee of six subtrusts described in Item 6, below, Mrs. Crites also has the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of 69,000 of the Shares.
The trustee of two of the subtrusts described in Item 6, below, has the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of 158,240 Shares. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Item 7. |
Material
to Be Filed as Exhibits
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Signature
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.
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| Summit Financial Group, Inc. |
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March 04, 2015 | By: |
/s/
Teresa D. Ely |
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| Lmtd POA Attorney-In-Fact |
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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