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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 8)*

Trustmark Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

898402-10-2

(CUSIP Number)

Matthew L. Holleman, III, Trustee

Robert M. Hearin Support Foundation

P.O. Box 16505

Jackson, MS 39236-6505

Telephone: (601) 366-8363

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

November 15, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

* 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).

1	NAMES OF REPORTING PERSONS
	Robert M. Hearin Support Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	oo
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Mississippi
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,519,482
		8	SHARED VOTING POWER
			637,841
		9	SOLE DISPOSITIVE POWER
			3,519,482
		10	SHARED DISPOSITIVE POWER
			637,841
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,157,323
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	oo

1	NAMES OF REPORTING PERSONS
	Capitol Street, LLC (formerly Capitol Street Corporation)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	oo
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Mississippi
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			N/A
		8	SHARED VOTING POWER
			637,841
		9	SOLE DISPOSITIVE POWER
			N/A
		10	SHARED DISPOSITIVE POWER
			637,841
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	637,841
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	oo

This Amendment No. 8 (this “Amendment”) amends and supplements the Statement on Schedule 13D, as heretofore amended (the “Schedule 13D”), relating to the shares of common stock, no par value (the “Shares”), of Trustmark Corporation, a Mississippi corporation (the “Issuer”), previously filed by Robert M. Hearin Support Foundation, The Robert M. Hearin Foundation, Capitol Street Corporation (currently, Capitol Street LLC, pursuant to a merger) and Galaxie Corporation (each a “Reporting Person” and, collectively, the “Reporting Persons”).  This Amendment is being filed to update the Schedule 13D in light of the change in the Reporting Persons’ ownership percentage of the Shares caused (i) primarily by sale of 751,123 Shares by Capitol Street LLC on November 15, 2021, (ii) and other sales of Shares  beneficially owned by Reporting Persons, since the previous amendment, which did not collectively result in a disposition of 1% of the outstanding shares of the Issuer. This Amendment is also being filed to update Items 2 and 5.

 

 

No change.

Item 2 is hereby amended and supplemented to add the following information:

(a)          The entities filing this Schedule 13D (Reporting Persons) are:

* Information with respect to the identity and background of each director/trustee and executive officer of the Reporting Persons is set forth in Schedule I attached hereto. The information provided in Schedule I is hereby incorporated by reference in this Item 2.

(b)          The address of principal place of business for RMHSF, RMHF, CS, and GC is 5170 Galaxie Dr. Jackson, MS 39206.

(c)          The principal business of:

(i)          RMHSF is being a charitable trust, organized and operated exclusively for charitable or educational purposes exempt from Federal Income Tax under Section 501(a) as an organization described in Section 501(c)(3), not a private foundation, qualifying under the provisions of Section 509(a)(3).

(ii)          RMHF is being a private foundation, organized and operated exclusively for charitable or educational purposes exempt from Federal Income Tax under Section 501(a) as an organization described in Section 501(c)(3).

(iii)          CS is a holding company with assets in various financial institutions and related assets.

(iv)          GC is a holding company with assets in various financial institutions and related assets.

(d)         During the last five years, no Reporting Person or person listed in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          During the last five years, no Reporting Person or person listed in Schedule I was 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.

 

No change.

 

No change.

 

Item 5 is hereby amended and supplemented to add the following information:

 

(a), (b)          The beneficial ownership information of the Reporting Persons is hereby incorporated by reference from pages 2-5 of this Amendment. Set forth below are the holdings of persons required to be listed in Item 2. The percentages are rounded off to the nearest tenth (one place after decimal point).

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No change.

 

No change.

The trustees for the Robert M. Hearin Foundation are the same as the trustees for Robert M. Hearin Support Foundation.