Amended Statement of Ownership: Private Transaction (sc 13e3/a)
November 04 2022 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement Under
Section 13(e)
of the Securities Exchange Act of 1934
(Amendment No. 4)
BankGuam
Holding Company
(Name of the Issuer and Name of Person Filing Statement)
Common Stock, $0.2083 par value per share
(Title of Class of Securities)
06644A106
(CUSIP Number
of Class of Securities)
Symon A. Madrazo
Chief Financial Officer
111 W Chalan Santo Papa
Hagåtña, Guam 96910
(671) 472-5300
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
with a copy to:
Stephen
C. Hinton
Bradley Arant Boult Cummings LLP
1600 Division Street, Suite 700
Nashville, Tennessee 37203
This statement
is filed in connection with (check the appropriate box):
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a. |
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☒ |
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e3(c) under the Securities Exchange Act of 1934. |
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b. |
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☐ |
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The filing of a registration statement under the Securities Act of 1933. |
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c. |
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A tender offer. |
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d. |
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None of the above. |
Check the following box if the soliciting materials or information statement referred to in the checking box (a) are
preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the
transaction: ☐
AMENDMENT NO. 4 TO RULE 13e-3 TRANSACTION
STATEMENT
This Amendment No. 4 amends the Rule 13e-3 Transaction Statement on Schedule 13E-3 that was originally filed on April 26, 2022 by BankGuam Holding Company, a Guam corporation (the Company), as amended by Amendment No. 1 filed June 7, 2022, Amendment
No. 2 filed June 17, 2022, and Amendment No. 3 filed September 29, 2022.
As previously reported, at the Annual
Meeting of Shareholders of the Company held on July 25, 2022, the shareholders of the Company approved an amendment to the Companys Second Amended and Restated Articles of Incorporation, whereby the Company would effect a 1-for-500 reverse stock split (the Reverse Stock Split) of its common stock, eliminate fractional shares resulting from the Reverse Stock Split, and pay
cash consideration for such resulting fractional shares at the rate of $14.75 per pre-split share.
On October 31, 2022, the Company filed a Certificate of Amendment to the Second Amended and Restated Articles of Incorporation of the
Company with the Guam Department of Revenue and Taxation to effect the Reverse Stock Split.
As a result of the Reverse Stock Split, each
500 shares of issued and outstanding shares of the Companys common stock outstanding on October 31, 2022 were automatically converted into one share of the Companys post-split common stock. In lieu of issuing fractional shares, the
Company will pay $14.75 for each share of stock that would have resulted in the issuance of a fractional share as a result of the Reverse Stock Split. Shareholders owning fewer than 500 shares of common stock prior to the Reverse Stock Split had
such shares canceled and converted into the right to receive $14.75 for each share of such stock held prior to the Reverse Stock Split.
SIGNATURE
After due 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.
Date: November 3, 2022
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BankGuam Holding Company |
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/s/ Symon A. Madrazo |
Symon A. Madrazo |
Senior Vice President & Chief Financial Officer |
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