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

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒  Rule 13d-1(b)

☐  Rule 13d-1(c)

☐  Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

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SCHEDULE 13G

 

1	NAMES OF REPORTING PERSONS
	South Plains Financial, Inc. Employee Stock Ownership Plan Trust (the “ESOP Trust”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			963,929
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			963,929
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	963,929
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.65% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	EP

Item 1.

 

(a)	Name of issuer: South Plains Financial, Inc. (the “Company”)

 

(b)	Address of issuer’s principal executive offices: 5219 City Bank Parkway, Lubbock, Texas 79407

 

Item 2.

 

 

 

c/o City Bank Trust Department and Kendra Lane (collectively, the “Trustees”), 5219 City Bank Parkway, Lubbock, Texas 79407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(b)	Percent of class:

 

(c)	Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote:

 

(ii)

Shared power to vote or to direct the vote:

 

 

 

See page 2, items 5 through 11.

 

This statement is filed on behalf of the ESOP Trust.  As of February 28, 2023, the ESOP Trust held 963,929 shares of common stock of the Company, representing approximately 5.65% of the Company’s outstanding common stock. All of the shares held by the ESOP Trust were allocated to participant accounts. The Trustees may be deemed to beneficially own, under applicable regulations of the Securities and Exchange Commission, the 963,929 shares of common stock held by the ESOP Trust. Under the terms of the ESOP, the Trustees must vote shares allocated to participant accounts in accordance with the directions received from the participants. With respect to shares for which the Trustees do not receive timely and proper voting directions from participants, the ESOP’s Investment Committee (the “Investment Committee”) shall direct the Trustees to not vote such Company common stock except as required by law, or as required by the Investment Committee’s fiduciary duties under the Employee Retirement Income Security Act of 1974, as it may be amended from time to time (“ERISA”). With respect to unallocated and fractional shares of Company Common Stock, the Investment Committee shall direct the Trustees to vote in a manner which most closely reflect the participants’ direction of allocated shares unless the Investment Committee’s fiduciary duties under ERISA would require a different result. The Trustees disclaim beneficial ownership of all shares of Company common stock owned by the ESOP Trust.

 

On December 30, 2022, the Board of Directors of the Company adopted resolutions to terminate the ESOP effective as of December 31, 2022.  In connection with such termination, subsequent to December 31, 2022, the ESOP began distributing the shares of common stock of the Company held by the ESOP Trust and allocated to participant accounts.  As a result, as of February 28, 2023, the number of shares of common stock held by the ESOP Trust has decreased by more than 5% of the outstanding shares of common stock of the Company.

 

The ESOP Trust will continue to distribute the shares of common stock of the Company held by the ESOP Trust and allocated to participant accounts until such time that the ESOP Trust no longer holds shares of common stock of the Company.  Another statement will be filed on behalf of the ESOP Trust promptly following such time that the ESOP Trust ceases to hold more than 5% of the common stock of the Company, at which time no additional filings will be required.

 

 

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 5 percent of the class of securities, check the following ☐.

 

Upon distribution, the participants in the ESOP have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of the Company’s common stock that were allocated to their accounts in the ESOP.

 

 

Not applicable

 

 

Not applicable

 

 

Not applicable

 

 

Not applicable

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.

 

Dated:  March 10, 2023

 

South Plains Financial, Inc. Employee Stock Ownership Plan Trust

 

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).

 

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