SEC Form SC 13D/A filed by Peoples Bancorp of North Carolina, Inc. (Amendment)
$PEBK
Major Banks
Finance
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Amendment No. 1
Under
the Securities Exchange Act of 1934
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Peoples Bancorp of North Carolina, Inc.
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(Name
of Issuer)
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Common Stock, no par value
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(Title
of Class of Securities)
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710577107
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(CUSIP
Number)
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James
S. Abernethy, Newton, North Carolina
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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November 22, 2021
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(Date
of Event which Requires Filing of this Statement)
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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(b) 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).
Page
2
SCHEDULE 13D
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CUSIP No.
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710577107
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1
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NAMES
OF REPORTING PERSONSI.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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James
S. Abernethy
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [
]
(b) [x]
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
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[
]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSONWITH
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7
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SOLE
VOTING POWER
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179,144
(1)
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8
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SHARED
VOTING POWER
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242,387
(2)
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9
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SOLE
DISPOSITIVE POWER
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179,144
(1)
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10
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SHARED
DISPOSITIVE POWER
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242,387
(2)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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421,531
(3)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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[
]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.45%
(4)
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14
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TYPE OF
REPORTING PERSON (See Instructions)
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IN
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(1)
Reflects: (i)
57,383 shares of Common Stock owned by Mr. J. Abernethy; (ii)
70,441 shares of Common Stock owned by Alexander Railroad Company.
Mr. J. Abernethy is Vice President, Secretary and Chairman of the
Board of Directors of Alexander Railroad Company; and (iii) 51,320
shares of Common Stock owned by Mr. J. Abernethy’s son,
Adrian Abernethy;
(2)
Reflects: 242,387
shares of Common Stock owned by the Estate of Christine S.
Abernethy for which Mr. J. Abernethy serves as a
co-executor.
(3)
Reflects: (i)
57,383 shares of Common Stock owned by Mr. J. Abernethy; (ii)
70,441 shares of Common Stock owned by Alexander Railroad Company.
Mr. J. Abernethy is Vice President, Secretary and Chairman of the
Board of Directors of Alexander Railroad Company; (iii) 51,320
shares of Common Stock owned by Mr. J. Abernethy’s son,
Adrian Abernethy; and (iv) 242,387 shares of Common Stock owned by
the Estate of Christine S. Abernethy for which Mr. J. Abernethy
serves as a co-executor.
(4)
Based on 5,661,569
shares of Common Stock outstanding at Sept 30, 2021, as disclosed
in the Form 10-Q filed by Peoples Bancorp of North Carolina, Inc.
on November 4, 2021.
Page 3
Item
1.
Security
and Issuer
This
amended and restated Schedule 13D (this “Schedule 13D”)
relates to the common stock, no par value, of Peoples Bancorp of
North Carolina, Inc. (the “Common Stock”)
Peoples
Bancorp of North Carolina, Inc. (the “Issuer”) is a
North Carolina corporation with its principal executive offices
located at 518 West C Street, Newton, North Carolina
28658.
Item
2.
Identity
and Background
(a) and
(b)
This Schedule 13D
is being filed on behalf of Mr. James S. Abernethy (the
“Reporting Person”). The business address of the
Reporting Person is PO Box 1238, Hickory, North Carolina
28603.
(c)
The Reporting
Person is (i) Vice President of Carolina Glove Company, Inc., a
glove manufacturing company having its principal office at 116 S.
McLin Creek Rd, Conover, North Carolina 28613; (ii) President and
Assistant Secretary of Midstate Contractors, Inc., a paving company
having its principal office at 3245 Highway 70, Hickory, NC 28602;
and (iii) Vice President, Secretary and Chairman of the Board of
Directors of Alexander Railroad Company, a railroad company having
its principal office at 51 2nd Ave North,
Taylorsville, North Carolina 28681.
(d) and
(e)
During the last
five years, the Reporting Person has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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.
(f)
The Reporting
Person is a United States citizen.
Item
3.
Source
and Amount of Funds or Other Considerations
The
shares of Common Stock beneficially owned by the Reporting Person
were acquired (i) through open market purchases using personal
funds; and (ii) upon the formation of the Issuer and the issuance
of shares of Common Stock pursuant to the Share Exchange Agreement
between Peoples Bank (the "Bank") and the Issuer in 1999. Under the
terms of the Share Exchange Agreement, the Bank became a
wholly-owned subsidiary of the Issuer and the Bank’s
shareholders received one share of the Common Stock in exchange for
each share of Bank common stock.
The
Reporting Person’s late mother, Christine S. Abernethy, filed
a Schedule 13D with the Securities and Exchange Commission on
September 22, 1999, reporting her then beneficial ownership of
10.25% of the Issuer’s Common Stock. Following the death of
Mrs. Abernethy, the Reporting Person was appointed co-executor over
Mrs. Abernethy’s Estate, as a result of which he is deemed to
have shared voting and dispositive power over those shares of
Common Stock beneficially owned by Mrs. Abernethy’s Estate,
in turn causing the Reporting Person to be deemed to beneficially
own in excess of 5% of the Common Stock.
Item
4.
Purpose
of Transaction
Item 3
above is incorporated by reference in its entirety into this Item
4.
This is
the Reporting Person’s first amendment to his initial
Schedule 13D filing, and reflects a reduction in beneficial
ownership due to the transfer of shares of Common Stock from Mrs.
Abernethy’s Estate to her beneficiaries.
Page 4
Item
5.
Interest in
Securities of the Issuer
(a)
As of
November 22, 2021, the Reporting Person may be deemed to
beneficially own 421,531 shares of Common Stock, constituting
approximately 7.45% of the outstanding shares of Common
Stock.
(b)
The
Cover Pages of this Schedule 13D are incorporated herein by
reference.
The
Reporting Person has shared voting and dispositive power over
242,387 shares of Common Stock owned by the Estate of Christine S.
Abernethy for which the Reporting Person serves as a co-executor
along with his brother, Robert C. Abernethy.
The
following information is provided as to Mr. Robert C.
Abernethy:
(a) and
(b)
The business
address of Mr. R. Abernethy is PO Box 999, Conover, North Carolina
28613.
(c)
Mr. R. Abernethy is
(i) President, Secretary and Treasurer of Carolina Glove Company,
Inc., a glove manufacturing company having its principal office at
116 S. McLin Creek Rd, Conover, North Carolina 28613; (ii)
Secretary and Assistant Treasurer of Midstate Contractors, Inc., a
paving company having its principal office at 3245 Highway 70,
Hickory, North Carolina 28602; and (iii) Chairman of the Board of
Directors of the Issuer.
(d) and
(e)
To the knowledge of
the Reporting Person, during the last five years, Mr. R. Abernethy
has not been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) 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.
(f)
Mr. R. Abernethy is
a United States citizen.
(c)
Item 3 above is
incorporated by reference in its entirety into this Item
5(c).
(d)
Not
applicable.
(e)
Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 3
above is incorporated by reference in its entirety into this Item
6.
Item
7.
Material
to Be Filed as Exhibits
Not
applicable.
Page 5
Signature
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.
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12-17-2021
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Dated
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/s/
James S. Abernethy
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Signature
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James
S. Abernethy
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Name/Title
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The
original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C.
1001).