1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,167,597
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,167,597
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,167,597
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,167,597
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,167,597
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,167,597
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,167,597
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,167,597
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,170,097
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,170,097
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 2,000
|
8. Shared Voting Power: 1,170,097
|
|
9. Sole Dispositive Power: 2,000
|
|
10. Shared Dispositive Power: 1,170,097
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
(a)
|
The names of the persons filing this statement on Schedule 13D (the "Reporting Persons"), and the jurisdiction of organization of such Reporting Persons that are entities, are as follows:
|
(b)
|
The address of the principal business office of Robert L. Moody, Sr. is:
|
(c)
|
Robert L. Moody, Sr. is a retired principal executive officer of Issuer and Moody National Bank.
|
(d)
|
None of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
None of the Reporting Persons, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
|
(a)
|
Robert L. Moody, Sr. beneficially owns 1,167,597 shares of Issuer's Class A Common Stock, representing 33.9% of such class. Such total includes one share owned by Mr. Moody's wife, Ann M. Moody, and 8,500 shares that are issuable upon the exercise of stock options that are either currently exercisable or that will become exercisable within sixty days of the filing of this Schedule 13D.
|
(b)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote:
|
(ii)
|
Shared power to vote or to direct the vote:
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
(c)
|
None.
|
(d)
|
Not applicable.
|
(e)
|
Not applicable.
|
Dated: June 13, 2016
|
|
Robert L. Moody, Sr.
|
|
By: Moody National Bank as Attorney-in-Fact
|
|
By: /s/ John B. Smith
|
|
John B. Smith, Executive Vice President and Senior Trust Officer
|
|
Moody National Bank
|
|
By: /s/ John B. Smith
|
|
John B. Smith, Executive Vice President and Senior Trust Officer
|
|
Moody Bancshares, Inc.
|
|
By: /s/ Victor R. Pierson
|
|
Victor R. Pierson, President
|
|
Moody Bank Holding Company
|
|
By: /s/ Victor R. Pierson
|
|
Victor R. Pierson, President
|
|
Three R Trusts
|
|
By: /s/ Irwin M. Herz, Jr.
|
|
Irwin M. Herz, Jr., Trustee
|
|
Irwin M. Herz, Jr.
|
|
/s/ Irwin M. Herz, Jr.
|
Dated: June 13, 2016
|
|
Robert L. Moody, Sr.
|
|
By: Moody National Bank as Attorney-in-Fact
|
|
By: /s/ John B. Smith
|
|
John B. Smith, Executive Vice President and Senior Trust Officer
|
|
Moody National Bank
|
|
By: /s/ John B. Smith
|
|
John B. Smith, Executive Vice President and Senior Trust Officer
|
|
Moody Bancshares, Inc.
|
|
By: /s/ Victor R. Pierson
|
|
Victor R. Pierson, President
|
|
Moody Bank Holding Company
|
|
By: /s/ Victor R. Pierson
|
|
Victor R. Pierson, President | |
Three R Trusts
|
|
By: /s/ Irwin M. Herz, Jr.
|
|
Irwin M. Herz, Jr., Trustee
|
|
Irwin M. Herz, Jr.
|
|
/s/ Irwin M. Herz, Jr.
|