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

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 2)

 

 

LCNB Corp.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

50181P100

(CUSIP Number)

John C. Lame

8805 Tamiami Trail N. #128

Naples, FL 34108

Telephone: (513) 235-6982

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

November 19, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).

 

 

 

1		NAME OF REPORTING PERSONS   I.R.S. Identification Nos. of above persons (entities only).     John C. Lame and Susan K. Lame Irrevocable Trust u/a dated May 18, 2018
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER
				8		SHARED VOTING POWER     676,480 (1)
				9		SOLE DISPOSITIVE POWER
				10		SHARED DISPOSITIVE POWER     676,480 (1)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     676,480
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.44% (2)
14		TYPE OF REPORTING PERSON     OO

 

(1)	676,480 shares of common stock owned by the John C. Lame and Susan K. Lame Irrevocable Trust u/a dated May 18, 2018, a Florida trust, of which John C. Lame and Susan K. Lame serve as joint trustees and share voting and dispositive power with regard to the shares held by the trust.

(2)	Based upon 12,433,328 shares outstanding as of September 30, 2021, according to the information contained in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2021.

 

2

1		NAME OF REPORTING PERSONS   I.R.S. Identification Nos. of above persons (entities only).     John C. Lame IRA
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     119,800 (1)
				8		SHARED VOTING POWER
				9		SOLE DISPOSITIVE POWER     119,800 (1)
				10		SHARED DISPOSITIVE POWER

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     119,800 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     .96% (2)
14		TYPE OF REPORTING PERSON     OO

 

(1)	John C. Lame is the trustee of the John C. Lame IRA and in such capacity has the right to vote and dispose of the securities held by the IRA.

(2)	Based upon 12,433,328 shares outstanding as of September 30, 2021, according to the information contained in the Issuer’s Form 10-Q filed with the SEC on November 3, 2021.

 

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1		NAME OF REPORTING PERSONS   I.R.S. Identification Nos. of above persons (entities only).     John C. Lame Roth Contributory IRA
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     81,720 (1)
				8		SHARED VOTING POWER
				9		SOLE DISPOSITIVE POWER     81,720 (1)
				10		SHARED DISPOSITIVE POWER

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     81,720 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     .66% (2)
14		TYPE OF REPORTING PERSON     IN

 

(1)	John C. Lame is the trustee of the John C. Lame Roth Contributory IRA and in such capacity has the right to vote and dispose of the securities held by the Roth IRA.

(2)	Based upon 12,433,328 shares outstanding as of September 30, 2021, according to the information contained in the Issuer’s Form 10-Q filed with the SEC on November 3, 2021.

 

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1		NAME OF REPORTING PERSONS   I.R.S. Identification Nos. of above persons (entities only).     Susan K. Lame Roth Contributory IRA
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     22,000 (1)
				8		SHARED VOTING POWER
				9		SOLE DISPOSITIVE POWER     22,000 (1)
				10		SHARED DISPOSITIVE POWER

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     22,000 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     .18% (2)
14		TYPE OF REPORTING PERSON     IN

 

(1)	Susan K. Lame is the trustee of the Susan K. Lame Roth Contributory IRA and in such capacity has the right to vote and dispose of the securities held by the Roth IRA.

(2)	Based upon 12,433,328 shares outstanding as of September 30, 2021, according to the information contained in the Issuer’s Form 10-Q filed with the SEC on November 3, 2021.

 

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Item 1.

Security and Issuer

This Schedule 13D relates to shares of common stock, without par value, of LCNB Corp., an Ohio corporation (the “Issuer”). The Issuer’s principal executive office is located at 2 North Broadway, Lebanon, Ohio 45036.

 

Item 2.

Identity and Background

This Schedule 13D is jointly filed by John C. Lame and Susan K. Lame, Mr. Lame’s spouse, in their capacities as co-trustees of the John C. Lame and Susan K. Lame Irrevocable Trust u/a dated May 18, 2018 (the “Trust”); the John C. Lame IRA (the “IRA”); the John C. Lame Roth Contributory IRA (the “John Lame Roth IRA”); and the Susan K. Lame Roth Contributory IRA (the “Susan Lame Roth IRA”) (collectively, the “Reporting Persons”). Item 2 is amended by the filing of this Amendment No. 2 to add Susan K. Lame as a Reporting Person in her capacity as trustee of the Susan Lame Roth IRA.

Mr. Lame is a citizen of the United States and his principal occupation is Chief Executive Officer of Untapped, LLC, a limited liability company. The principal business of Untapped, LLC is life guidance and wealth coaching.

Ms. Lame is a citizen of the United States and her principal occupation is special projects manager, Untapped, LLC. The principal business of Untapped, LLC is life guidance and wealth coaching.

The Trust is an irrevocable trust established by John C. Lame and Susan K. Lame for estate planning purposes. The IRA, the John Lame Roth IRA and the Susan Lame Roth IRA are retirement accounts established by Mr. and Mrs. Lame.

The address of each Reporting Person for purposes of this filing is: 8805 Tamiami Trail N. #128, Naples, Florida 34108.

By virtue of these relationships and pursuant to the beneficial ownership rules of the SEC, the Reporting Persons may be deemed to be members of a group.

The Reporting Persons have not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 a finding of any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration

The Trust purchased shares of the Issuer’s common stock using Trust funds. Commencing August 2, 2021, some of the shares purchased by the Trust were purchased through a margin account with Charles Schwab & Co., Inc. Shares of the Issuer’s common stock held in the Trust margin account are held as collateral for repayment of the margin debt, and accordingly an indeterminate portion of the margin debt at any given point in time is attributable to the Issuer’s common stock held by the Trust. Shares of the Issuer’s common stock held directly by the Trust, IRA, the John Lame Roth IRA, and the Susan Lame Roth IRA were acquired directly by these reporting persons. Shares of the Issuer are listed on the Nasdaq Capital Market under the symbol “LCNB”.

 

Item 4.

Purpose of the Transaction

As specifically set forth herein, this Amendment No. 2 amends the Schedule 13D filed on July 30, 2021, as amended by the filing of Amendment No. 1 on October 21, 2021. This Amendment No. 2 is being filed to reflect a change in the percentage of outstanding shares of the Issuer held by the Reporting Persons resulting from the additional 135,000 shares acquired by the Reporting Persons through open-market purchases. The Reporting Persons’ beneficial ownership increased by 1.09% of the outstanding shares of the Issuer from that previously reported. As of the Schedule 13D Amendment No. 1 filing date, the Reporting Persons collectively owned 765,000 shares of the Issuer’s common stock, which represented 6.15% of the outstanding shares of the Issuer. The percentage of outstanding shares of the Issuer that the Reporting Persons’ holding represents has increased to 7.24%, causing the need to file this Amendment No. 2.    

 

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The Reporting Persons reserve the right to purchase or otherwise acquire additional securities of the Issuer, or sell or otherwise dispose of any securities of the Issuer beneficially owned by them, in each case, in the open market or in privately negotiated transactions, to the extent deemed advisable in light of market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.

 

Item 5.

Interest in Securities of the Issuer

Item 5(a) – (b) is hereby amended as follows:

(a) – (b) According to the Issuer’s Form 10-Q filed with the SEC on November 3, 2021, there were 12,433,328 shares of the Issuer’s common stock outstanding on September 30, 2021.

The following list sets forth the aggregate number and percentage of outstanding shares of the Issuer’s common stock owned beneficially by each Reporting Person:

 

Name		No. of Shares		Percent of Class
John C. Lame and Susan K. Lame Irrevocable Trust u/a dated May 18, 2018		676,480(1)		5.44%
John C. Lame IRA		119,800(2)		.96%
John C. Lame Roth IRA		81,720(2)		.66%
Susan K. Lame Roth IRA		22,000(3)		.18%
TOTAL		900,000		7.24%

 

(1)	John C. Lame and Susan K. Lame are joint trustees and have shared investment and voting authority with respect to these shares.

(2)	John C. Lame has sole investment and voting authority with respect to these shares.

(3)	Susan K. Lame has sole investment and voting authority with respect to these shares.

(c) The Reporting Persons’ transactions in the Issuer’s common stock in the past 60 days consist of the following purchases.

The following open-market transactions were effected by the John Lame IRA during the past sixty (60) days:

 

Trade Date		Buy/Sell		Number of Shares		Price Per Share
11/19/2021		Buy		1300		$19.47
11/19/2021		Buy		50		$19.48
11/19/2021		Buy		1104		$19.49
11/19/2021		Buy		1000		$19.50
11/19/2021		Buy		1199		$19.55
11/19/2021		Buy		24		$19.56

 

7

11/19/2021		Buy		323		$19.60
11/19/2021		Buy		1000		$19.61
11/19/2021		Buy		1000		$19.63
11/19/2021		Buy		1132		$19.66
11/19/2021		Buy		1031		$19.67
11/19/2021		Buy		354		$19.68
11/19/2021		Buy		483		$19.69
11/19/2021		Buy		2000		$19.73
11/19/2021		Buy		1000		$19.76
11/19/2021		Buy		250		$19.79
11/19/2021		Buy		2500		$19.80
11/19/2021		Buy		50		$19.84
11/19/2021		Buy		1000		$19.85
11/19/2021		Buy		1950		$19.87
11/19/2021		Buy		1000		$19.94
11/19/2021		Buy		550		$19.95
11/19/2021		Buy		1100		$19.97
11/19/2021		Buy		100		$19.98
11/18/2021		Buy		1000		$18.25
11/18/2021		Buy		50		$18.50
11/18/2021		Buy		1000		$18.63
11/18/2021		Buy		1730		$18.70
11/18/2021		Buy		1080		$18.71
11/18/2021		Buy		190		$18.72
11/18/2021		Buy		1200		$18.90
11/18/2021		Buy		52		$18.92
11/18/2021		Buy		4		$18.93
11/18/2021		Buy		1121		$18.94
11/18/2021		Buy		437		$18.95
11/18/2021		Buy		507		$18.96
11/18/2021		Buy		100		$18.98
11/18/2021		Buy		1055		$18.99
11/18/2021		Buy		524		$19.00
11/18/2021		Buy		1000		$19.04
11/18/2021		Buy		1000		$19.06
11/18/2021		Buy		1000		$19.07
11/18/2021		Buy		100		$19.16
11/18/2021		Buy		1052		$19.17
11/18/2021		Buy		548		$19.18
11/18/2021		Buy		678		$19.29
11/18/2021		Buy		8		$19.33
11/18/2021		Buy		5		$19.35
11/18/2021		Buy		309		$19.38

 

8

11/18/2021		Buy		3600		$19.41
11/18/2021		Buy		9950		$19.45
11/18/2021		Buy		120		$19.49
11/18/2021		Buy		10880		$19.50
11/18/2021		Buy		5		$19.60
11/18/2021		Buy		3		$19.64
11/18/2021		Buy		992		$19.67
11/18/2021		Buy		738		$19.70
11/18/2021		Buy		300		$19.73
11/18/2021		Buy		41		$19.74
11/18/2021		Buy		700		$19.82
11/18/2021		Buy		221		$19.89

The following open-market transactions were effected by the John C. Lame Roth IRA during the past sixty (60) days:

 

Trade Date		Buy/Sell		Number of Shares		Price Per Share
11/17/2021		Buy		300		$17.93
11/17/2021		Buy		200		$17.96
11/17/2021		Buy		1769		$17.98
11/17/2021		Buy		166		$18.00
11/17/2021		Buy		25		$18.01
11/17/2021		Buy		1473		$18.03
11/17/2021		Buy		32		$18.04
11/17/2021		Buy		3793		$18.05
11/17/2021		Buy		1500		$18.06
11/17/2021		Buy		5		$18.18
11/17/2021		Buy		5		$18.20
11/17/2021		Buy		1883		$18.23
11/17/2021		Buy		2103		$18.24
11/17/2021		Buy		6017		$18.25
11/17/2021		Buy		3		$18.33
11/17/2021		Buy		50		$18.34
11/17/2021		Buy		185		$18.37
11/17/2021		Buy		70		$18.44
11/17/2021		Buy		697		$18.46
11/17/2021		Buy		902		$18.47
11/17/2021		Buy		1599		$18.48
11/17/2021		Buy		5703		$18.50
11/17/2021		Buy		5903		$18.54
11/17/2021		Buy		74		$18.55
11/17/2021		Buy		110		$18.60
11/17/2021		Buy		795		$18.71

 

9

11/17/2021			Buy				4589			$	18.85
11/17/2021			Buy				7805			$	18.92
11/17/2021			Buy				680			$	18.94
11/17/2021			Buy				1901			$	18.95
11/17/2021			Buy				571			$	18.96
11/17/2021			Buy				2800			$	18.98
11/17/2021			Buy				900			$	18.99
11/17/2021			Buy				9792			$	19.00
11/17/2021			Buy				2700			$	19.02
11/16/2021			Buy				220			$	17.94
11/16/2021			Buy				450			$	17.96
11/16/2021			Buy				200			$	17.97
11/16/2021			Buy				596			$	17.98
11/16/2021			Buy				817			$	17.99
11/16/2021			Buy				100			$	18.06

The following open-market transactions were effected by the Susan K. Lame Roth IRA during the past sixty (60) days:

 

Trade Date		Buy/Sell		Number of Shares		Price per Share
11/17/2021		Buy		1610		$18.60
11/17/2021		Buy		10000		$18.95
11/17/2021		Buy		280		$18.97
11/17/2021		Buy		100		$18.79
11/17/2021		Buy		10		$18.94
11/17/2021		Buy		10000		$19.00

(d) No one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends or proceeds of sale of the shares.

(e) not applicable

 

Item 6.

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

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

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Item 7.

Material to Be Filed as Exhibits

 

Exhibit Number		Description
99.1		Joint Filing Agreement among John C. Lame IRA, John C. Lame Roth Contributory IRA, Susan K. Lame Roth Contributory IRA, and John C. Lame and Susan K. Lame as trustees of the John C. Lame and Susan K. Lame Irrevocable Trust u/a dated May 18, 2018.

 

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 22, 2021

 

 

 

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