UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Auburn National Bancorporation, Inc.
(Name of Issuer)
Common stock, Par Value $0.01 per Share
(Title of Class of Securities)
050473107
(CUSIP Number)
Sandra J. Spencer
100 N. Gay Street
Auburn, Alabama 3630
(334) 887-2772
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 21, 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 Sections 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 in 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
| CUSIP No. | Page 2 of 4 |
| (1) |
Names of reporting persons
Sandra J. Spencer | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
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| (3) | SEC use only
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| (4) | Source of Funds (See Instructions)
OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
Not applicable. | |||||
| (6) | Citizenship or Place of Organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with:
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(7) | Sole voting power
741,978.89 | ||||
| (8) | Shared voting power
20,322 | |||||
| (9) | Sole dispositive power
741,978.89 | |||||
| (10) | Shared dispositive power
20,322 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
Sandra J. Spencer beneficially owns 741,978.89 shares, including 666,825 shares held as the sole Personal Representative of the Estate of Edward L. Spencer, Jr.; 47,882 shares held in a trust established by Edward L. Spencer, Jr., where she is sole trustee; 10,271.89 shares held individually, a one-third membership interest in 3,960 shares held in Spencer LLC, 73.55 shares owned by Ms. Spencer’s husband, individually and 17,000 shares held in the Estate of Ruth Spencer.
The 17,000 shares originally were held pursuant to a power of attorney from Ruth P. Spencer, her mother (“Ruth Spencer”). Mrs. Ruth Spencer died on April 29, 2024, whereupon the power of attorney held by Sandra J. Spencer automatically terminated by operation of law. Ruth Spencer’s Will names Sandra J. Spencer as the Personal Representative of the Ruth Spencer Estate, subject to confirmation by the Probate Court of Lee County, Alabama.
Sandra J. Spencer received notice on May 21, 2024 of the confirmation of her appointment by the Probate Court of Lee County, Alabama as the Personal Representative of the Ruth Spencer Estate. As a result, Sandra J. Spencer has beneficial ownership of the 17,000 shares currently held in the Ruth Spencer Estate, which shall continue when the Ruth Spencer Estate distributes these shares to the Ruth P. Spencer 2008 Revocable Trust where Sandra J. Spencer is the named trustee. Ultimately, pursuant to the terms of Ruth Spencer’s Will, the Ruth Spencer Estate will distribute these 17,000 shares equally to three trusts for the benefit of Ms. Sandra J. Spencer and each of her two brothers. | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
The amount shown in Row 11 excludes a total of 19,002 shares, including 2,640 shares which reflect her two brothers’ membership interests in Spencer LLC where Ms. Spencer is one of three members; and 16,362 shares held by the Edward L. Spencer Foundation (the “Foundation”), Sandra J. Spencer disclaims current beneficial ownership of the 17,000 Shares formerly held by Ruth Spencer subject to a power of attorney granted to Sandra J. Spencer, including any economic interest in 11,333 of these Shares, which ultimately are to be distributed equally to trusts for the benefit of each of Sandra J. Spencer’s two brothers. ☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
21.24% based on the total outstanding shares reported on the cover page of the Issuer’s Quarterly Report on Commission Form 10-Q as of and for the three months ended March 31, 2024. | |||||
| (14) | Type of reporting person (see instructions)
IN and OO | |||||
Page 3 of 4
SCHEDULE 13D
Item 1. Security and Issuer.
Security: Common Stock, par value $0.01 per share (“Shares”).
Issuer: Auburn National Bancorporation, Inc.
100 N. Gay Street
Auburn, Alabama 36830
Item 2. Identity and Background.
Sandra J. Spencer
Business Address: c/o 100 N. Gay Street
Auburn, Alabama 36830
Present Principal Occupation: Retired from Auburn University
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. Ms. Sandra J. Spencer acquired the voting and dispositive power over Shares aggregating 5% or more of the Issuer’s outstanding shares of common stock as a result of the death of Edward L. Spencer, Jr., her father, and Ms. Spencer’s appointment as his estate’s (the “Edward L. Spencer Estate”) personal representative under Mr. Spencer’s Will and her becoming the successor to Mr. Spencer as trustee under a trust established by Mr. Spencer. Ms. Spencer’s appointment as the Estate’s Personal Representative was confirmed on December 14, 2023 by the Lee County, Alabama Probate Court. Prior to Mr. Spencer’s death and her appointment as Personal Representative of the Estate, Ms. Spencer held beneficial ownership of less than 1.00% of the Company’s outstanding shares of common stock.
Upon Mr. Spencer’s death, Sandra J. Spencer held a power of attorney over 17,000 shares held by her mother, Ruth Spencer. Upon Ruth Spencer’s death on April 29, 2024, such power of attorney terminated by operation of law. Ruth Spencer’s Will names Sandra Spencer as personal representative of the Ruth Spencer Estate, subject to probate court confirmation, notice of which was received on May 21, 2024. Sandra J. Spencer is also the trustee of the Ruth P. Spencer 2008 Revocable Trust, where Sandra J. Spencer is the trustee. In the future, the Ruth Spencer Estate will transfer these 17,000 shares it holds to the Ruth P. Spencer 2008 Revocable Trust, which will ultimately distribute these shares equally to trusts for the benefit of each of Sandra J. Spencer and her two brothers.
Page 4 of 4
Item 4. Purpose of Transaction.
To reflect the confirmation of Sandra J. Spencer as Personal Representative of the Ruth Spencer Estate and acting as trustee of the Ruth P. Spencer 2008 Revocable Trust. There are no actions of the type specified in the Instruction to this Item 4 or similar actions contemplated presently.
Item 5. Interest in Securities of the Issuer.
| a. | See responses to Items 11-13 above. The aggregate number of Shares beneficially owned is 724,978.89. The cover page of the Issuer’s Annual Report on Commission Form 10-K as of and for the year ended December 31, 2023 reported that the Issuer had 3.493,674 shares issued and outstanding. |
| b. | See responses to Items 11-13 above. |
| c. | None, except as described with in Item 3 above, and as a result of the Ruth Spencer’s death on April 29, 2024 and the subsequent confirmation by the Probate Court of Lee County. Alabama of Sandra J. Spencer as the Personal Representative of the Ruth Spencer Estate. See responses to Items 11 and 12 and Item 3 above. |
| d. | None. |
| e. | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
Not applicable.
Item 7. Materials to be Filed as Exhibits.
None.
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.
| Date: May 21, 2024 | Signature: | /s/ Sandra J. Spencer | ||||
| Name: | Sandra J. Spencer | |||||
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| Title: | Individually and as Personal Representative of the Estate of Edward L. Spencer, Jr. and as Trustee of the E.L. Spencer, Jr. 2008 Revocable Trust and as Personal Representative of the Ruth Spencer Estate | |||||
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