South Plains Financial, Inc.
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(Name of Issuer)
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Common Stock, par value $1.00 per share
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(Title of Class of Securities)
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83946P107
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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☐ |
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☒ |
Rule 13d-1(d)
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CUSIP No.
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83946P107
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1
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NAMES OF REPORTING PERSONS
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Richard D. Campbell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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1,637,525 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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48,139
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8
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SHARED DISPOSITIVE POWER
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1,589,386
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,637,525
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.97% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Includes (i) 7,223 shares held individually by Mr. Campbell, (ii) 916 shares covered by outstanding restricted stock units held of record by Mr. Campbell, (iii) 40,000 shares held by Racham
Investment Group LLC over which Mr. Campbell exercises the authority to vote and dispose, and (iv) 1,589,386 held by Henry TAW LP over which Mr. Campbell exercises the authority to vote and dispose.
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(2) |
Percentage based on 16,417,099 shares of common stock outstanding as of December 31, 2023.
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CUSIP No.
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83946P107
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1
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NAMES OF REPORTING PERSONS
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Henry TAW LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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0 |
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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1,589,386 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,589,386 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.68% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) |
Pursuant to a voting agreement and irrevocable proxy, Mr. Campbell exercises sole voting authority with respect to the shares of Company common stock held by Henry TAW LP and also has authority to dispose of any such shares.
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(2) |
Percentage based on 16,417,099 shares of common stock outstanding as of December 31, 2023.
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(a) |
Name of issuer: South Plains Financial, Inc. (the “Company”)
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(b) |
Address of issuer’s principal executive offices: 5219 City Bank Parkway, Lubbock, Texas 79407
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(a) |
Name of person filing:
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(b) |
Address or principal business office or, if none, residence:
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(c) |
Citizenship:
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(d) |
Title of class of securities: Common Stock, par value $1.00 per share
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(e) |
CUSIP No.: 83946P107
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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:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership
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(a) |
Amount beneficially owned:
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(b) |
Percent of class:
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote:
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(ii) |
Shared power to vote or to direct the vote:
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(iii) |
Sole power to dispose or to direct the disposition of:
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(iv) |
Shared power to dispose or to direct the disposition of:
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Item 5. |
Ownership of 5 Percent or Less of a Class.
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8. |
Identification and Classification of Members of the Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications
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Dated: February 14, 2024
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/s/ Richard D. Campbell
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Richard D. Campbell
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Henry Taw LP
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/s/ Richard D. Campbell
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Richard D. Campbell
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President and Chief Executive Officer
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