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

    5/29/24 1:38:29 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. 22)*

     

     

     

    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)

     

    May 23, 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 §§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 2 of 22 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)

     

    0.47%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN, OO (See Item 2)

     

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 3 of 22 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)

     

    4.21%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN, OO (See Item 2)

     

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 4 of 22 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 5 of 22 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

     

    776,022

    8.

    Shared Voting Power

     

    1,048,438

    9.

    Sole Dispositive Power

     

    776,022

    10.

    Shared Dispositive Power

     

    1,048,438

    11.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    1,824,460

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

    Percent of Class Represented by Amount in Row (11)

     

    1.74%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN, OO (See Item 2)

     

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 6 of 22 pages

     

    1.

    Names of Reporting Persons

     

    Homer Scott Jr Trust, First Interstate Wealth Management Trustee

     
    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)

     

    0.91%

     
    14.

    Type of Reporting Person (See Instructions)

     

    OO

     

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 7 of 22 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 8 of 22 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 9 of 22 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 10 of 22 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)

     

    3.33%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN, OO (See Item 2)

     

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 11 of 22 pages

     

    1.

    Names of Reporting Persons

     

    Geoffrey D. 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

     

    89,756

    8.

    Shared Voting Power

     

    1,650

    9.

    Sole Dispositive Power

     

    89,756

    10.

    Shared Dispositive Power

     

    1,650

    11.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    91,406

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

    Percent of Class Represented by Amount in Row (11)

     

    0.09%

     
    14.

    Type of Reporting Person (See Instructions)

     

    IN

     

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 12 of 22 pages

     

    Explanatory Note

     

    This Amendment No. 22 (“Amendment No. 22”) 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. 22 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 2.

    IDENTITY AND BACKGROUND

     

    Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

     

    Geoffrey D. Scott is a shareholder of J&G Brothers Inc. Mr. Scott’s address is P.O. Box 7113, Billings, Montana 59103. Mr. Scott is a citizen of the United States of America.

     

    During the last five years, Mr. Scott has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

     

    ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     

    Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

     

    Mr. Scott acquired the securities reported in this Schedule 13D through estate planning transactions, gifts from family, and in open market purchases using personal funds.

     

    ITEM 4. PURPOSE OF TRANSACTION

     

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

     

    Stockholders’ Agreement

     

    On May 23, 2024, Mr. Scott became an observer to the Board of Directors of the Issuer and entered into the Stockholders’ Agreement, which was originally executed on September 15, 2021, and described in Amendment No. 18.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 13 of 22 pages

     

    ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

     

    Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

     

    (a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 14,107,308 shares of Common Stock, representing approximately 13.49% of the outstanding shares of Common Stock, and an equal percentage of its voting power, based on 104,568,019 shares of Common Stock outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 3, 2024. 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 0.47% 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 4.21% 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.
       
    ■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.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 14 of 22 pages

     

    ●Julie Scott Rose may be deemed to beneficially own 1,824,460 shares of Common Stock, representing 1.74% of the outstanding Common Stock, which includes:

     

    ■410,281 shares of Common Stock held by Julie A Scott Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-2002.
       
    ■95,065 shares of Common Stock held by Juliana Sarah Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.
       
    ■95,064 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.
       
    ■838,760 shares of Common Stock held by The Thomas & Joan Scott Foundation, over which Ms. Rose has shared voting power.

     

    ●Homer Scott Jr Trust, First Interstate Wealth Management Trustee may be deemed to beneficially own 950,753 shares of Common Stock, representing 0.91% 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:

     

    ■5,736 shares of Common Stock held directly by Jonathan R. Scott.
       
    ■616,137 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.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 15 of 22 pages

     

    ●Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.33% 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.

     

    ●Geoffrey D. Scott may be deemed to beneficially own 91,406 shares of Common Stock, representing 0.09% of the outstanding Common Stock, which includes:

     

    ■89,756 shares of Common Stock held directly by Geoffrey D. Scott.
       
    ■1,650 shares of Common Stock held by Geoffrey D. Scott’s spouse, over which Mr. Scott has shared 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 May 14, 2024, Julie A. Scott Rose Trustee of the Julie A. Scott Rose Trust Dated 5-14-2002, sold 110,000 shares of Common Stock, the Juliana Sarah Scott Rose Trust sold 27,000 shares of Common Stock, and the Elizabeth Lauren Scott Rose Trust sold 27,000 shares of Common Stock, in a series of open market transactions at a weighted average price of $27.55 with a price range of $27.44 to $27.71. The Reporting Person undertakes to provide to 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 May 15, 2024, the Thomas & Joan Scott Foundation sold 36,300 shares of Common Stock in a series of open market transactions at a weighted average price of $27.81 with a price range of $27.66 to $28.02.

     

    (d)        None.

     

    (e)        Not applicable.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 16 of 22 pages

     

    ITEM 7. Material to be Filed as Exhibits

     

    Item 7 of the Schedule 13D is hereby amended and supplemented 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 21, 2024
    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)*
    99.7*   Director Nomination Agreement dated April 2, 2024

     

    * Previously filed.

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 17 of 22 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.

     

      May 28, 2024
      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 18 of 22 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 19 of 22 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 20 of 22 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

     

     

     

     

    CUSIP No. 32055Y 201 13D Page 21 of 22 pages

     

      Homer Scott Jr Trust, First Interstate Wealth Management Trustee
         
      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 22 of 22 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
         
      *
      Geoffrey D. Scott

     

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

     

     

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