SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Fidelity Southern Corporation
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(Name of Issuer)
Common Stock, without stated par value
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(Title of Class of Securities)
316394105
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(CUSIP Number)
December 31, 2010
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ X ] | 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 persons 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. |
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| 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). |
SCHEDULE 13G
CUSIP No. 316394105 |
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1. | NAME OF REPORTING PERSON | ||
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| Marshall & Ilsley Corporation | |
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| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
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| 20-8995389 | |
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2. | 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. | SEC USE ONLY | ||
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4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
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| Wisconsin | |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||
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5. | SOLE VOTING POWER | ||
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| 0 (1) | ||
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6. | SHARED VOTING POWER | ||
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| 541,179 (1) (2) | ||
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7. | SOLE DISPOSITIVE POWER | ||
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| 0 (1) | |
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8. | SHARED DISPOSITIVE POWER | ||
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| 541,179 (1) (2) | ||
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9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
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| 541,179 (1) (2) | ||
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(1) Shares are held indirectly through the Reporting Persons wholly-owned subsidiary, Marshall & Ilsley Trust Company N.A. (2) Beneficial ownership of 541,179 shares is specifically disclaimed. See Item 4. |
SCHEDULE 13G
CUSIP No. 316394105 |
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10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | |
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| Not Applicable |
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11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
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| 5.1% |
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12. | TYPE OF REPORTING PERSON | |
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SCHEDULE 13G
CUSIP No. 316394105 |
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1. | NAME OF REPORTING PERSON | ||
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| Marshall & Ilsley Trust Company N.A. | |
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| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
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| 39-1186267 | |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
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3. | SEC USE ONLY | ||
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4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
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| United States | |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||
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5. | SOLE VOTING POWER | ||
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| 0 | ||
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6. | SHARED VOTING POWER | ||
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| 541,179 (1) | ||
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7. | SOLE DISPOSITIVE POWER | ||
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| 0 | |
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8. | SHARED DISPOSITIVE POWER | ||
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| 541,179 (1) | ||
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9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
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| 541,179 (1) | ||
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(1) Beneficial ownership of 541,179 shares is specifically disclaimed. See Item 4. |
SCHEDULE 13G
CUSIP No. 316394105 |
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10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | |
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| Not Applicable |
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11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
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| 5.1% |
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12. | TYPE OF REPORTING PERSON | |
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| BK |
SCHEDULE 13G
CUSIP No. 316394105 |
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ITEM 1. | (a) | NAME OF ISSUER | ||
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| Fidelity Southern Corporation | |||
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| (b) | ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES | ||
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| 3490 Piedmont Road, Suite 1550, Atlanta, Georgia 30305 | |||
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ITEM 2. | (a) | NAME OF PERSON FILING | ||
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| Marshall & Ilsley Corporation (M&I) and M&Is wholly-owned subsidiary, Marshall & Ilsley Trust Company N.A. (M&I Trust) | |||
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| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE | ||
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| The principal office of M&I is located at 770 North Water Street, Milwaukee, Wisconsin 53202. The principal office of M&I Trust is located at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. | |||
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| (c) | CITIZENSHIP | ||
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| M&I is a Wisconsin corporation. M&I Trust is organized under the laws of the United States. | |||
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| (d) | TITLE OF CLASS OF SECURITIES | ||
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| Common Stock | |||
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| (e) | CUSIP NUMBER | ||
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| 316394105 | |||
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ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: | |||
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| (a) | [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | [ X ] | 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 Section 13d-1(b)(1)(ii)(E); | |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with Section 13d-1(b)(1)(ii)(F); |
SCHEDULE 13G
CUSIP No. 316394105 |
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ITEM 3. | (g) | [X] | A parent holding company or control person in accordance with Section 13d-1(b)(1)(ii)(G); | ||
| (h) | [ ] | A savings association 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 Section 13d-1(b)(ii)(J); | ||
| (k) | [ ] | Group, in accordance with Section 13d-1(b)(1)(ii)(J). | ||
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ITEM 4. | OWNERSHIP | ||||
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| (a) | Amount Beneficially Owned | 541,179 * | ||
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| (b) | Percent of Class | 5.1% | ||
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| (c) | Number of Shares as to which the person has: | |||
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| (i) | Sole power to vote or direct the vote: | 0 | |
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| (ii) | Shared power to vote or to direct the vote | 541,179 * | |
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| (iii) | Sole power to dispose or to direct the disposition of | 0 | |
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| (iv) | Shared power to dispose or to direct the disposition of | 541,179 * | |
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| *Includes 541,179 shares held in one or more employee benefit plans where Marshall & Ilsley Trust Company N.A., as directed trustee, may be viewed as having voting or dispositive authority in certain situations pursuant to SEC and Department of Labor regulations or interpretations. Pursuant to Rule 13d-4 under the Act, inclusion of such shares in this statement shall not be construed as an admission that the Reporting Person or its subsidiaries are, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owners of such securities. | ||||
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ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS | ||||
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| 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 [ ] | ||||
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ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON | ||||
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| Marshall & Ilsley Corporation is reporting on this Schedule 13G securities held through its subsidiary, Marshall & Ilsley Trust Company, as trustee for certain employee benefit plans. As a result, participants in the plans are entitled to receive dividends and the proceeds from the sale of such securities. No such person is known to have such an interest relating to more than 5% of the class of subject securities except as follows: Fidelity Southern Retirement Plan |
SCHEDULE 13G
CUSIP No. 316394105 |
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ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
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| Marshall & Ilsley Corporation is the parent holding company of Marshall & Ilsley Trust Company N.A., a bank as defined in Section 3(a)(6) of the Act. |
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ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
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| Not Applicable |
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ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
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| Not Applicable |
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ITEM 10. | CERTIFICATION |
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| 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, other than activities solely in connection with a nomination under Section 240.14a-11. |
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 14, 2011 | MARSHALL & ILSLEY CORPORATION |
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| By: /s/ Kenneth C. Krei |
| Kenneth C. Krei Senior Vice President |
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Dated: February 14, 2011 | MARSHALL & ILSLEY TRUST COMPANY N.A. |
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| By: /s/ M. Gayle Robinson |
| M. Gayle Robinson Senior Vice President, General Counsel and |
CUSIP No. 316394105 |
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Act, the undersigned agree to this filing of Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, without stated par value, of Fidelity Southern Corporation and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement consents to the filing of this Schedule 13G (including any and all amendments thereto) by Marshall & Ilsley Corporation.
Dated: February 14, 2011 | MARSHALL & ILSLEY CORPORATION |
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| By: /s/ Kenneth C. Krei |
| Kenneth C. Krei Senior Vice President |
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Dated: February 14, 2011 | MARSHALL & ILSLEY TRUST COMPANY N.A. |
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| By: /s/ M. Gayle Robinson |
| M. Gayle Robinson Senior Vice President, General Counsel and |