SEC Form SC 13G/A filed by HMN Financial Inc. (Amendment)

☒

Rule 13d-1(b)

☐

Rule 13d-1(c)

☐

Rule 13d-1(d)

CUSIP No. 40424G108

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

HMN FINANCIAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN
IRS ID NO. 37-1327748

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)            ☒

3.

SEC Use Only

4.

Citizenship or Place of Organization      MINNESOTA

5.

Sole Voting Power                 133,782 (1)

6.

Shared Voting Power             348,225 (2)

7.

Sole Dispositive Power          133,782 (1)

8.

Shared Dispositive Power      348,225 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person          482,007

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)        10.81%

12.

Type of Reporting Person (See Instructions)                       EP

(1) Includes 133,782 shares held in "unallocated" accounts of the HMN Financial, Inc. Employee Stock Ownership Plan.

(2) Includes 348,225 shares held in "allocated” accounts of the HMN Financial, Inc. Employee Stock Ownership Plan.

CUSIP No. 40424G108

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Matrix Trust Company as directed Trustee
IRS ID NO. 37-1327748

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)            ☒

3.

SEC Use Only

4.

Citizenship or Place of Organization      UNITED STATES

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power                  133,782 (1)

6.

Shared Voting Power              348,225 (2)

7.

Sole Dispositive Power           133,782 (1)

8.

Shared Dispositive Power       348,225 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person          482,007

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)        10.81%

12.

Type of Reporting Person (See Instructions)                       BK

(1) Includes 133,782 shares held in "unallocated" accounts of the HMN Financial, Inc. Employee Stock Ownership Plan.

(2) Includes 348,225 shares held in "allocated” accounts of the HMN Financial, Inc. Employee Stock Ownership Plan.

Item 1.

(a)

Name of Issuer:    

HMN FINANCIAL, INC. (the "Corporation")

(b)

Address of Issuer's Principal Executive Offices:

1016 Civic Center Drive NW, Rochester, MN  55901

Item 2.

(a)

Name of Person Filing:

HMN Financial, Inc. Employee Stock Ownership Plan (the "ESOP")

Pursuant to applicable regulations, Matrix Trust Company (the "Trustee"), the Trustee of the ESOP may also be deemed to be a "beneficial owner" of the shares held by the ESOP as described below.

(b)

Address of Principal Business Office or, if none, Residence:

The business address of the ESOP is: 1016 Civic Center Drive NW, Rochester, MN 55901

The business address of the Trustee is:
2800 North Central Ave., Suite 900, Phoenix, AZ 85004

(c)

Citizenship:

The ESOP trust was established under the laws of the state of Minnesota.

Matrix Trust Company is a Colorado Chartered Trust Company.

(d)

Title of Class of Securities:       

Common stock, par value $.01 per share

(e)

CUSIP Number:

40424G108

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)  ☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)  ☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)  ☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)  ☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)  ☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)  ☒

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)  ☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)  ☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)  ☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)  ☐

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)  ☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: The ESOP holds an aggregate of 482,007 shares (10.81% of the outstanding shares of the class) of the Corporation and has the voting rights as described below.

(b)

Percent of class: 10.81%.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote 133,782.

(ii)

Shared power to vote or to direct the vote 348,225.

(iii)

Sole power to dispose or to direct the disposition of 133,782.

The ESOP has sole dispositive power for all such shares subject to the terms of the Employee Stock Ownership Plan, which requires that participant accounts be primarily invested in common stock of the Corporation.

Matrix Trust Company, the Trustee of the ESOP, may be deemed under applicable regulations to "beneficially" own the shares held by the ESOP. However, the Trustee expressly disclaims beneficial ownership of the shares held by the ESOP.

Pursuant to the terms of the ESOP, participants in the ESOP are entitled to instruct the Trustee of the ESOP as to the voting of the shares allocated to their accounts. The provisions of the ESOP require the Trustee to vote the shares held by the ESOP which have not been allocated to specific accounts (or with respect to allocated accounts for which no instructions are timely received) on each issue with respect to which shareholders are entitled to vote in the proportion that the participant had voted the shares allocated to their accounts with respect to such issue. As of December 31, 2023 a total of 348,225 shares of Corporation common stock have been allocated to participants' accounts.

The Trustee has the right to sell allocated shares held by the ESOP, the proceeds from which are allocated to the accounts of individual participants. The Trustee also may sell unallocated shares, to the extent such shares are not pledged to secure borrowed funds.

(iv)

Shared power to dispose or to direct the disposition of 348,225.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

Instruction: Dissolution of a group requires a response to this item.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

The ESOP shares are held on behalf of the ESOP participants pursuant to the terms of the HMN Financial, Inc. Employee Stock Ownership Plan and Trust Agreement. See Item 4. above for details.

Pursuant to the terms of the ESOP, dividends paid with respect to shares are allocated to participants' accounts in the ESOP as of the record date for the dividend payment and may be paid in cash to the participants, pursuant to the directions of the Board of Directors of the Corporation. Absent such direction by the Board of Directors, cash from the payment of dividends is retained in the accounts of participants or, to the extent permitted by law, may be used to repay the ESOP loan. With respect to unallocated shares, cash received from the sale of shares or payment of dividends is retained in the ESOP trust and may be used to purchase additional shares or to repay the ESOP loan.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Not applicable.

Item 10. Certification.

(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature:       /s/ Julie Black

Name/Title:    Julie Black, Director Client Services

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)