FMBH First Mid Bancshares Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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).

 

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(1) Based upon 23,905,252 shares outstanding as of August 7, 2024 (according to the information contained in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission on August 7, 2024).

CUSIP No. 320866 106

SCHEDULE 13D

(Amendment No. 1)

Explanatory Note

This Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed on February 25, 2021 (the "Initial Schedule 13D", and together with this Amendment No. 1, the "Schedule 13D") is filed to amend Items 4, 5, 6 and 7 of the Initial Schedule 13D as provided below. Except as specifically amended below, all other provisions of the Initial Schedule 13D remain in effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Initial Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Initial Schedule 13D is amended and restated in its entirety as follows:

The Trust acquired beneficial ownership of the Common Stock for investment purposes pursuant to the Merger Agreement, as amended. See Item 3.

In accordance with the Merger Agreement, as amended, the Company appointed one individual, Mr. J. Kyle McCurry, who served on the LINCO board of directors prior to the effective time of the Merger to the board of directors of the Company as a Class I director and to the board of directors of First Mid Bank & Trust, N.A. a subsidiary of the Company (the "Company Bank"), upon the effective time of the Merger on February 22, 2021. At the 2023 Annual Meeting of Stockholders of the Company held on April 26, 2023, Mr. McCurry was re-elected as a director of the Company for a three-year term. Mr. McCurry is the Chief Operating Officer and General Counsel of Paige Sports Entertainment, which is a private family office and an affiliate of the Trust. For the avoidance of doubt, Mr. McCurry does not have a beneficial interest or a pecuniary interest in the Common Stock owned by the Trust.

The Trust and the Company have entered into a registration rights agreement dated February 22, 2021 ("Registration Rights Agreement"), as amended by Amendment No. 1 to Registration Rights Agreement dated August 7, 2024 ("RRA Amendment"), with respect to the Company’s Common Stock pursuant to which the Company has granted the Trust certain registration rights. See Item 6 of this Schedule 13D and the Registration Rights Agreement and RRA Amendment, copies of which are filed or incorporated by reference as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D.

The Trust and Trustee expect to continually evaluate the Company’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional interests in securities of the Company will be acquired by the Trust or whether the Trust will dispose of securities of the Company. At any time, additional securities of the Company may be acquired or some or all of the securities of the Company beneficially owned by the Trust may be sold, in either case in the open market, in privately negotiated transactions or otherwise. Any determination to acquire or dispose of securities of the Company will depend on a number of factors, including the Company's business and financial position and prospects, other developments concerning the Company, the price levels of the Common Stock, general market and economic conditions and other investment opportunities available to the Trust.

Other than as described in this Schedule 13D, neither of the Trust nor the Trustee have any plans or proposals as of the date hereof that would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of their ongoing evaluation of this investment and investment alternatives, the Trust and Trustee may consider such matters in the future.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (b) of the Initial Schedule 13D are amended and restated in their entirety as follows:

(a)-(b) The Trust and Trustee beneficially own the 1,262,246 shares of Common Stock of the Company held by the Trust, representing 5.3% of the shares of Common Stock of the Company outstanding. The Trust has sole voting and investment power as to these shares of Common Stock held by the Trust.

 

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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.

Date:  August 8, 2024