SEC Form SC 13G/A filed by Southern States Bancshares Inc. (Amendment)
$SSBK
Savings Institutions
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
__________________________
SOUTHERN STATES BANCSHARES, INC.
(Name of Issuer)
Common Stock, par value $5.00 per share
(Title of Class of Securities)
843878307
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
__________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule l3d-l(b)
☐ Rule l3d-l(c)
☒ Rule l3d-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 l8 of the Securities Exchange Act of l934 (“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).
l | NAME OF REPORTING PERSON Stephen W. Whatley | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||||||||
3 | SEC USE ONLY | ||||||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION US | ||||||||||
5 | SOLE VOTING POWER | ||||||||||
NUMBER OF SHARES | 108,577(1) | ||||||||||
6 | SHARED VOTING POWER | ||||||||||
OWNED BY | 520,532(2) | ||||||||||
EACH REPORTING | |||||||||||
| PERSON WITH: | 7 | SOLE DISPOSITIVE POWER | |||||||||
108,577(l) | |||||||||||
8 | SHARED DISPOSITIVE POWER | ||||||||||
| 520,532(2) | |||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 629,109 | ||||||||||
l0 | CHECK BOX IF THE AGGREGATE AMOUNT IN EXCLUDES CERTAIN SHARES | ||||||||||
ll | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2% | ||||||||||
l2 | TYPE OF REPORTING PERSON IN | ||||||||||
(1) Consists of 101,577 shares of common stock underlying options in the reporting person’s name that are presently exercisable or exercisable within 60 days of December 31, 2022, and 7,000 shares of unvested restricted stock.
(2) Consists of 520,532 shares of common stock in a joint account with the reporting person’s spouse.
Item 1(a). Name of Issuer.
Southern States Bancshares, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
615 Quintard Avenue
Anniston, Alabama 36201
Item 2(a). Name of Person Filing.
Stephen W. Whatley
Item 2b). Address of Principal Business Office or, if None, Residence.
Same as Item l(b).
Item 2(c). Citizenship or Place of Organization.
US
Item 2(d). Title of Class of Securities.
Common stock, par value $5.00 per share
Item 2(e). CUSIP Number.
843878307
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 l5 of the Act (l5 U.S.C.78o).
(b)☐ Bank as defined in section 3(a)(6) of the Act (l5 U.S.C. 78c).
(c)☐ Insurance company as defined in section 3(a)(l9) of the Act (l5 U.S.C. 78c).
(d)☐ Investment company registered under section 8 of the Investment Company Act of l940 (l5 U.S.C. 80a-8).
(e)☐ An investment adviser in accordance with §240.l3d-l(b)(l)(ii)(E);
(f)☐ An employee benefit plan or endowment fund in accordance with §240.l3d-l(b)(l)(ii)(F);
(g)☐ A parent holding company or control person in accordance with §240.l3d-l(b)(l)(ii)(G);
(h)☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (l2 U.S.C. l8l3);
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(l4) of the Investment Company Act of l940 (l5 U.S.C. 80a-3);
(j)☐ A non-U.S. institution in accordance with §240.l3d-l(b)(l)(ii)(J);
(k)☐ Group, in accordance with §240.l3d-l(b)(l)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.l3d-l(b)(l)(ii)(J), please specify the type of institution: .
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item l:
(a)Amount beneficially owned: 629,109
(b)Percent of Class: 7.2%
(c)Number of shares as to which such person has:
(i)sole power to vote or direct the vote: 108,577 (l)
(ii)shared power to vote or direct the vote: 520,532 (2)
(iii)sole power to dispose or direct the disposition of: 108,577 (l)
(iv)shared power to dispose or direct the disposition of: 520,532 (2)
(1) Consists of 101,577 shares of common stock underlying options in the reporting person’s name that are presently exercisable or exercisable within 60 days of December 31, 2022, and 7,000 shares of unvested restricted stock.
(2) Consists of 520,532 shares of common stock in a joint account with the reporting person’s spouse.
The Issuer had 8,706,920 shares of Common Stock outstanding as of December 31, 2022. All beneficial ownership and voting percentage calculations with respect to the Common Stock are based on the outstanding shares as of such date.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
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: February 13, 2023
By: /s/ Stephen W. Whatley
Stephen W. Whatley