1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Crites John | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
104,593 | |||||
8 |
SHARED
VOTING POWER
| ||||
665,074 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
104,593 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
453,566 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
769,667 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
7.10%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
Item 1. | Security and Issuer |
Item 1 is amended to read as follows:
This Amendment No. 31 to Schedule 13D is being filed by John W. Crites to amend the Schedule 13D filed on March 31, 2009, as previously amended by Amendments Nos. 1-30 to Schedule 13D, inclusive, as furthered described in prior filings with the Securities Exchange Commission (together, the "Schedule 13D"), relating to the Common Stock, par value $2.50 per Share, of Summit Financial Group, Inc., (“Summit”) a West Virginia corporation to report changes in the amount of Common Stock beneficially owned by Mr. Crites that occurred on June 1, 2015. On June 1, 2015, Summit Financial Group, Inc. completed a rights offering (the “2015 Rights Offering”) of Company common stock. As a result of the exercise of rights received in the 2015 Rights Offering as described more fully in Items 3 and 4 below, Mr. Crites now beneficially owns 769,667 shares or 7.10% of Summit Common Stock. The class of equity securities to which this Statement relates is the Common Stock, par value $2.50 per Share (the “Shares” or the "Common Stock"), of Summit Financial Group, Inc. a West Virginia corporation (“Summit”), whose principal executive offices are at 300 North Main Street, Moorefield, WV 26836. |
Item 2. | Identity and Background |
(a) | No Change |
(b) | No Change |
(c) | No Change |
(d) | No Change |
(e) | No Change |
(f) | No Change |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Item 3 is amended and supplemented, with effect from the date giving rise to this Amendment, to read as follows:
In the 2015 Rights Offering, Mr. Crites and his spouse purchased 5,150 shares of Common Stock with personal funds for an aggregate purchase price was $50,512. Mr. Crites’ spouse acquired 7,160 shares with personal funds in the 2015 Rights Offering for an aggregate purchase price of $69,810. The Patricia A. Crites 2012 Grantor Retained Annuity Trust acquired 5,696 shares of Common Stock on June 1, 2015 in the 2015 Rights Offering with funds obtained from a loan by Mr. Crites and his spouse for an aggregate purchase price of $55, 976. The seven subtrusts created for the benefit of the Crites grandchildren, for which Mr. and Mrs. Crites act as co-trustees as described in Item 6 below, acquired a total of 12,386 in the 2015 Rights Offering with funds obtained from a loan by Mr. Crites and his spouse for an aggregate purchase price of $120,763.50. The two subtrusts for which Mr. Crites and his spouse do not act as trustees described more fully in Item 6 below, acquired a total of 11,518 shares of Common Stock the 2015 Rights Offering with funds obtained from a loan by Mr. Crites and his spouse for an aggregate purchase price of $112,300.50. The notes executed by the nine subtrusts and The Patricia A. Crites 2012 Grantor Retained Annuity Trust are attached as Exhibit 1. On June 24, 2015, Patricia Crites transferred by gift 5400 shares of Summit Common Stock to Mr. Crites to be held by them as joint tenants. |
Item 4. |
Purpose
of Transaction
|
Item 4 is amended, with effect from the date giving rise to this Amendment, to read as follows:
The information provided in Item 3 is incorporated herein by reference. On June 1, 2015, Mr. Crites and his spouse purchased 5,150 shares of Summit Common Stock in the 2015 Rights Offering. The seven subtrusts created for the benefit of the Crites grandchildren, for which Mr. and Mrs. Crites act as co-trustees as described in Item 6 below, acquired 12,386 through the 2015 Rights Offering. Mr. Crites spouse acquired 7,160 shares in the 2015 Rights Offering. The Patricia A. Crites 2010 Grantor Retained Annuity Trust described more fully in Item 6 below acquired 5,696 shares of Common Stock on June 1, 2015 through the 2015 Rights Offering. The two subtrusts for which Mr. Crites and his spouse do not act as trustees described more fully in Item 6 below also acquired 11,518 shares of Common Stock on June 1, 2015 in the 2015 Rights Offering. On June 24, 2015, Patricia Crites transferred by gift 5,400 shares of Summit Common Stock to Mr. Crites to be held by them as joint tenants. The Common Stock purchases described above were made solely for investment purposes. |
(a) | No Change |
(b) | No Change |
(c) | No Change |
(d) | No Change |
(e) | No Change |
(f) | No Change |
(g) | No Change |
(h) | No Change |
(i) | No Change |
(j) | No Change |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | Item 5(a) is amended to read as follows:
Mr. Crites beneficially owns an aggregate of 769,667 or 7.10% of Summit Common Stock. |
(b) | Item 5(b) is amended with effect from the date giving rise to this Amendment, to read as follows:
Mr. Crites has sole voting and dispositive power over 104,593 Shares of Common Stock owned by the Patricia A. Crites 2012 Grantor Retained Annuity Trust for which he acts as trustee. He shares voting and dispositive power over 461,066 Shares with his wife, Patricia Crites, which includes 222,721 Shares of Common Stock held in seven subtrusts created for the benefit of the Crites grandchildren, for which Mr. and Mrs. Crites act as co-trustees as described in Item 6 below, 126,080 Shares owned individually by Mrs. Crites, 83,393 Shares owned jointly by Mr. and Mrs. Crites and 28,872 Shares individually owned by Mr. Crites. Mr. Crites also shares with his wife, Patricia Crites, voting but not dispositive power over 204,008 of the Shares, under two trusts for the benefit of their grandchildren as described in Item 6 below. Patricia Crites is a citizen of the United States and is a principal shareholder and Secretary of Allegheny Wood Products, Inc., a company engaged in the hardwood manufacturing and sales business. Allegheny Wood Products, Inc. is located at P.O. Box 867, Airport Road, Petersburg, West Virginia 26847. During the last five years, Mr. Crites has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has Mr. Crites been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Crites is a citizen of the United States. |
(c) | Item 5(c) is amended to read as follows:
No change |
| Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) | Item 5(d) is amended to read as follows:
Mr. Crites’ spouse has the right to receive or the power to direct the receipt of dividends from the sale of 238,345 of the Shares jointly and beneficially owned by them. In her capacity as co-trustee of seven subtrusts described in Item 6, below, Mrs. Crites also has the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of 222,721 of the Shares. The trustee of two of the subtrusts described in Item 6, below, has the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of 204,008 Shares. |
(e) | Not applicable |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item 6 is amended and supplemented to read as follows:
The information set forth in Items 2, 3, and 4 are incorporated herein by reference. On December 16, 2009, Mr. and Mrs. Crites transferred 191,240 shares of Common Stock to eight subtrusts created to support the future health, maintenance, and education of their grandchildren. On August 16, 2010, Mr. and Mrs. Crites transferred 36,000 shares to six subtrusts created to support the future health, maintenance and education of their grandchildren. On October 31, 2011, Mr. and Mrs. Crites purchased 2,000 shares of Summit Financial Group, Inc. 8% Non-Cumulative Convertible Preferred Stock, Series 2011. On June 30, 2014, Mr. Crites and his spouse transferred 1,503 shares of Summit Financial Group, Inc. 8% Non-Cumulative Preferred Shares Series 2011 to nine subtrusts created to support the future health, maintenance and education of their grandchildren. Mr. Crites and his spouse are co-trustees for seven of the nine subtrusts and have the power to vote the shares of Summit Common stock owned by the nine subtrusts, including the two subtrusts for which they do not act as co-trustees. On October 13, 2010, Mr. Crites and his spouse transferred 282,276 shares to The Patricia A. Crites 2010 Grantor Retained Annuity Trust for which Mr. Crites is the trustee. On January 24, 2012, the Patricia A. Crites 2010 Grantor Retained Annuity Trust distributed 99,951 shares of Summit Common Stock to Patricia A. Crites. On January 31, 2012, Mrs. Crites transferred these shares to the Patricia A. Crites 2012 Grantor Retained Annuity Trust, for which John W. Crites acts as trustee. On January 31, 2012, John W. Crites also transferred 12,000 shares of Summit Common stock jointly owned by them to the Patricia A. Crites 2012 Grantor Retained Annuity Trust. On June 18, 2013, the Patricia A. Crites 2010 Grantor Retained Annuity Trust transferred 63,732 shares to Patricia Crites and the Patricia A. Crites 2012 Grantor Retained Annuity Trust, for which John W. Crites transferred 13,054 shares to Patricia Crites. On February 5, 2014, the Patricia A. Crites 2010 Grantor Retained Annuity Trust transferred 47,534 shares to Patricia Crites. On January 9, 2015, Summit Financial Group, Inc. redeemed the subordinated debt issued in 2009 in the amount of $5,000,000 to Allegheny Wood Products, Inc., an affiliate of Mr. Crites and his spouse. On March 12, 2015, Summit converted the Series 2011 Preferred Stock into Common Stock as permitted by the Certificate of Designation. On June 1, 2015, Mr. Crites and his spouse exercised rights to purchase Common Stock in the 2015 Rights Offering. Mr. Crites and his spouse also loaned the nine subtrusts, the Patricia A. Crites 2010 Grantor Retained Annuity Trust, and the Patricia A. Crites 2012 Grantor Retained Annuity Trust funds to exercise the rights each received in the 2015 Rights Offering. Copies of the notes executed by the nine subtrusts and the Patricia A. Crites 2012 Grantor Retained Annuity Trust are attached hereto as Exhibit 1. In the 2015 Rights Offering, Mr. Crites and his spouse purchased 5,150 shares of Common Stock with personal funds for an aggregate purchase price was $50,512. Mr. Crites’ spouse acquired 7,160 shares with personal funds in the 2015 Rights Offering for an aggregate purchase price of $69,810. The Patricia A. Crites 2012 Grantor Retained Annuity Trust acquired 5,696 shares of Common Stock on June 1, 2015 in the 2015 Rights Offering with funds obtained from a loan by Mr. Crites and his spouse for an aggregate purchase price of $55, 976. The seven subtrusts created for the benefit of the Crites grandchildren, for which Mr. and Mrs. Crites act as co-trustees as described in Item 6 below, acquired a total of 12,386 in the 2015 Rights Offering with funds obtained from a loan by Mr. Crites and his spouse for an aggregate purchase price of $120,763.50. The two subtrusts for which Mr. Crites and his spouse do not act as trustees described more fully in Item 6 below, acquired a total of 11,518 shares of Common Stock the 2015 Rights Offering with funds obtained from a loan by Mr. Crites and his spouse for an aggregate purchase price of $112,300.50. On June 24, 2015, Patricia Crites transferred by gift 5400 shares of Summit Common Stock to Mr. Crites to be held by them as joint tenants. |
Item 7. |
Material
to Be Filed as Exhibits
|
Item 7 is amended to read as follows:
Exhibit No. 1 – Notes dated May 20, 2015 executed by the nine Subtrusts and The Patricia A. Crites 2012 Grantor Retained Annuity Turst. |
Summit Financial Group, Inc. | |||
June 29, 2015 | By: |
/s/
Teresa D. Ely | |
Lmtd POA Attorney-In-Fact | |||