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    SEC Form SC 13D/A filed by First Interstate BancSystem Inc. (Amendment)

    12/21/23 5:29:12 PM ET
    $FIBK
    Major Banks
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    SC 13D/A 1 formsc13da.htm

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    SCHEDULE 13D

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 20)*

     

     

     

    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)
     
    December 14, 2023
    (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 1 of 19 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)

     

    0.46%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN, OO (See Item 2)

     

     

     
     

     

    CUSIP No. 32055Y 201 13D Page 2 of 19 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)

     

    4.19%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN, OO (See Item 2)

     

     

     
     

     

    CUSIP No. 32055Y 201 13D Page 3 of 19 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 4 of 19 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

     

    940,022

    8.

    Shared Voting Power

     

    209,678

    9.

    Sole Dispositive Power

     

    940,022

    10.

    Shared Dispositive Power

     

    209,678

    11.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    1,149,700

     
    12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
    13.

    Percent of Class Represented by Amount in Row (11)

     

    1.09%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN, OO (See Item 2)

     

     

     
     

     

    CUSIP No. 32055Y 201 13D Page 5 of 19 pages

     

    1.

    Names of Reporting Persons

     

    Homer Scott Jr Trust, Homer Scott Jr. & First Interstate Wealth Management Co Trustees

     
    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)

     

    0.93%

     
    14.

    Type of Reporting Person (See Instructions)

     

    OO

     

     

     
     

     

    CUSIP No. 32055Y 201 13D Page 6 of 19 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 7 of 19 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 8 of 19 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 9 of 19 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)

     

    3.32%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN, OO (See Item 2)

     

     

     
     

     

    CUSIP No. 32055Y 201 13D Page 10 of 19 pages

     

    Explanatory Note

     

    This Amendment No. 20 (“Amendment No. 20”) 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. 20 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 4. PURPOSE OF TRANSACTION

     

    Item 4 of the Schedule 13D is hereby amended as follows:

     

    Repurchase Agreement

     

    On December 14, 2023, the Issuer entered into an agreement (the “Repurchase Agreement”) with the Homer Scott Jr Trust, Homer Scott Jr. & First Interstate Wealth Management Co Trustees (the “Trust”), pursuant to which the Issuer agreed to purchase from the Trust 1,000,000 shares of Common Stock at an aggregate purchase price of $32,140,000, or $32.14 per share (the “Repurchase Transaction”). The Repurchase Transaction closed on December 14, 2023.

     

    The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached hereto as an exhibit to this schedule 13D and is incorporated herein by reference.

     

    ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

     

    Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

     

    (a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 13,341,142 shares of Common Stock, representing approximately 12.71% of the outstanding shares of Common Stock, and an equal percentage of its voting power, based on 104,997,866 shares of Common Stock outstanding as of October 31, 2023, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 3, 2023. 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 0.46% 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 4.19% 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.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 11 of 19 pages

     

      ■ 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.

     

    ● Julie Scott Rose may be deemed to beneficially own 1,149,700 shares of Common Stock, representing 1.09% of the outstanding Common Stock, which includes:

     

      ■ 520,281 shares of Common Stock held by Julie A Scott Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-2002.
      ■ 122,065 shares of Common Stock held by Juliana Sarah Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.
      ■ 122,064 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.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 12 of 19 pages

     

    ● Homer Scott Jr Trust, Homer Scott Jr. & First Interstate Wealth Management Co Trustees may be deemed to beneficially own 950,753 shares of Common Stock, representing 0.93% 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:

     

      ■ 6,001 shares of Common Stock held directly by Jonathan R. Scott.
      ■ 615,872 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.

     

    ● Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.32% 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.

     

    (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 October 27, 2023, Julie A Scott-Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-02 sold 13,400 shares of Common Stock in a series of open market transactions at an average price of $23.35, with a price range of $23.24 to $23.44. The Reporting Person undertakes to provide to the Issuer, any security holders of 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 November 30, 2023, Julie A Scott-Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-02 sold 10,000 shares of Common Stock in a series of open market transactions at an average price of $26.19, with a price range of $26.03 to $26.29. The Reporting Person undertakes to provide to the Issuer, any security holders of 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 December 8, 2023, Julie A Scott-Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-02 sold 10,000 shares of Common Stock in a series of open market transactions at an average price of $28.42, with a price range of $28.27 to $28.51. The Reporting Person undertakes to provide to the Issuer, any security holders of 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.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 13 of 19 pages

     

    ● On December 11, 2023, James R. Scott Trust, James R Scott & First Interstate Wealth Managment Co-TTEEs gifted 925 shares of Common Stock to Foundation for Community Vitality.
    ● On December 11, 2023, James R. Scott’s spouse gifted 925 shares of Common Stock to Foundation for Community Vitality.

     

    (d) None.

     

    (e) Upon his death on October 3, 2023, Homer Scott, Jr. ceased to be the beneficial owner of more than 5% of the outstanding shares of Common Stock.

     

    ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     

    Item 6 of the Schedule 13D is hereby amended as follows:

     

    Item 4 above summarizes certain provisions of the Repurchase Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

     

    Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

     

    ITEM 7. Material to be Filed as Exhibits

     

    Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

     

    Exhibit Number   Title
    99.1*   Amended and Restated Joint Filing Agreement
    99.2*   Power of Attorney for each of the Reporting Persons
    99.3*   Stockholders’ Agreement
    99.4*   Form of Voting Agreement
    99.5*   SFFSG Committee Charter dated February 1, 2022
    99.6   Repurchase Agreement dated December 14, 2023 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2023)

     

    * Previously filed.

     

     
     

     

    CUSIP No. 32055Y 201 13D Page 14 of 19 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.

     

      December 20, 2023
      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 15 of 19 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 16 of 19 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 17 of 19 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
         
      By: *
      Homer Scott, Jr. (deceased)
      Name:  First Interstate Bank Wealth Management
      Title: Personal Representative of Homer Scott, Jr.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 18 of 19 pages

     

      Homer Scott Jr Trust, Homer Scott Jr. & First Interstate Wealth Management Co Trustees
         
      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 19 of 19 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

     

    *By:  /s/ TIMOTHY LEUTHOLD  
    Timothy Leuthold, as attorney-in-fact  

     

     

     

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