SEC Form SC 13D/A filed by Altabancorp (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 7

to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ALTABANCORP

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

712706209

(CUSIP Number)

The address for all other Reporting Persons is:

Marcus J. Williams

Buchalter APC

1000 Wilshire Blvd., Suite 1500

Los Angeles, CA 90017

(213) 891-5088

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

May 18, 2021

(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-l(f) or 240.13d-l(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 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).  

SCHEDULE 13D

Explanatory Note: This Amendment No. 7 (“Amendment”) to the beneficial ownership report on Schedule 13D filed on June 10, 2020 (“Schedule 13D”) amends and supplements certain information set forth in the Schedule 13D. The Schedule 13D has previously been amended by Amendment No. 1 (July 22, 2020), Amendment No. 2 (January 14, 2021), Amendment No. 3 (January 15, 2021), Amendment No. 4 (January 27, 2021), Amendment No. 5 (February 1, 2021) and Amendment No. 6 (March 15, 2021). References herein to the Schedule 13D describe the initial filing as so amended. The Schedule 13D relates to shares of common stock of Altabancorp, a Utah corporation and a registered bank holding company, beneficially owned by the reporting persons identified in the Schedule 13D. Except as set forth herein, this Amendment does not modify any information previously set forth in the Schedule 13D. Capitalized terms used herein and not defined have the meanings assigned thereto in the Schedule 13D. The purpose of this Amendment is to disclose certain recent developments identified in Item 4 and Item 6 and to file an additional document as an exhibit pursuant to Item 7. 

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended to add the following paragraph as the penultimate paragraph of such Item.

On May 18, 2021, the Reporting Persons entered into a Voting Agreement and Irrevocable Proxy (“Voting Agreement”) with the Issuer and Glacier Bancorp (“Glacier”) pursuant to which the Reporting Persons party thereto had agreed to vote all shares of Altabancorp common stock in favor of an Agreement and Plan of Merger (“Merger Agreement”) by and among Glacier and its wholly owned subsidiary, Glacier Bank, and the Issuer and its wholly owned subsidiary, Altabank. A copy of the Voting Agreement is filed herewith as Exhibit 99.11 and is incorporated herein by reference. The Voting Agreement contemplates that upon submission of the Merger Agreement to a vote of the Issuer’s shareholders, the 5,829,026 shares held in the aggregate by the Reporting Persons who are party to the Voting Agreement (such shares, the “Bound Shares”), representing 30.89% of the Issuer’s outstanding common stock, will be voted in favor of the Merger Agreement, including the merger (“Merger”) and the other transactions contemplated thereby. The Voting Agreement terminates upon the earliest of (i) the effective time of the Merger, (ii) the date the Merger Agreement is terminated in accordance with its terms, (iii) the mutual consent of all parties to the Voting Agreement, (iv) a reduction in the merger consideration payable upon consummation of the Merger or a change in the tax consequences of the receipt thereof, or (v) the date the Merger is approved by the vote of the Bound Shares and the other holders of the Issuer’s common stock. The Voting Agreement also provides that the Issuer will reimburse the Reporting Persons for their reasonable fees and expenses of up to $550,000 incurred in connection with their compliance with laws and regulations applicable to their ownership of the Issuer’s common stock and their communications with the parties and the other shareholders, including legal fees for securities and bank regulatory compliance, incurred by the Reporting Persons since January 1, 2020.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The textual paragraph set forth in Item 4 of this Amendment No. 7 is incorporated herein as the last paragraph of Item 6 of the Schedule 13D.

Item 7. Material to be Filed as Exhibits

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.

Dated: May 19, 2021

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