CUSIP No. | 86606G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Summit Financial Group, Inc. Employee Stock Ownership Plan & Summit Financial Group, Inc. Employee Stock Ownership Trust 55-0695272 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
West Virginia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
588,193 (1) (2) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
588,193 (1) (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
588,193 (1) (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.42% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
EP | |||||
FOOTNOTES | |||||
(1) As of December 31, 2015, the Summit Financial Group, Inc. Employee Stock Ownership Trust (“Trust”) created pursuant to the Summit Financial Group, Inc. Employee Stock Ownership Plan (the “ESOP”) was the beneficial owner, as that term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of a total of 588,193 shares of the Company’s common stock, or approximately 5.42% of the total outstanding shares of the Company’s common stock. As trustees of the Trust, Russell F. Ratliff, Jr. and Ronald F. Miller may be deemed to have shared investment power with respect to the Trust shares, under certain circumstances described below.
(2) Under the terms of the ESOP, participants in the ESOP have the right to direct Russell F. Ratliff, Jr. and Ronald F. Miller, as the Trustees of the Trust (the “Trustees”), in the voting of the Company’s common stock allocated to their accounts on all matters required to be submitted to a vote of shareholders. As of December 31, 2015, 406,371 shares have been allocated to participants’ accounts. Under the applicable trust agreement, the Trustees are to vote shares with respect to which no voting instructions are received from plan participants in proportion to the shares voted by plan participants who do submit voting instructions. As a result, the Trustees may theoretically be deemed to share, at least temporarily, voting power as to all shares reported on this Schedule. The Trustees also have limited dispositive power with respect to all shares reported on this Schedule, reflecting a requirement that the assets of the ESOP must primarily consist of shares of the Issuer’s stock. The Trustees disclaim beneficial ownership of the shares attributed to the Trustees in their capacity as Trustees of the Trust. |
CUSIP No. | 86606G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Russell F. Ratliff, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
West Virginia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
17,188.951 | |||||
6 | SHARED VOTING POWER | ||||
588,193 (1) (2) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
17,188.9505 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
588,193 (1) (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
605,381.951(1) (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.58% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
(1) As of December 31, 2015, the Summit Financial Group, Inc. Employee Stock Ownership Trust (“Trust”) created pursuant to the Summit Financial Group, Inc. Employee Stock Ownership Plan (the “ESOP”) was the beneficial owner, as that term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of a total of 588,193 shares of the Company’s common stock, or approximately 5.42% of the total outstanding shares of the Company’s common stock. As trustees of the Trust, Russell F. Ratliff, Jr. and Ronald F. Miller may be deemed to have shared investment power with respect to the Trust shares, under certain circumstances described below.
(2) Under the terms of the ESOP, participants in the ESOP have the right to direct Russell F. Ratliff, Jr. and Ronald F. Miller, as the Trustees of the Trust (the “Trustees”), in the voting of the Company’s common stock allocated to their accounts on all matters required to be submitted to a vote of shareholders. As of December 31, 2015, 406,371 shares have been allocated to participants’ accounts. Under the applicable trust agreement, the Trustees are to vote shares with respect to which no voting instructions are received from plan participants in proportion to the shares voted by plan participants who do submit voting instructions. As a result, the Trustees may theoretically be deemed to share, at least temporarily, voting power as to all shares reported on this Schedule. The Trustees also have limited dispositive power with respect to all shares reported on this Schedule, reflecting a requirement that the assets of the ESOP must primarily consist of shares of the Issuer’s stock. The Trustees disclaim beneficial ownership of the shares attributed to the Trustees in their capacity as Trustees of the Trust. |
CUSIP No. | 86606G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Ronald F. Miller | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
West Virginia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
9,954.7787 | |||||
6 | SHARED VOTING POWER | ||||
588,193 (1) (2) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
9,954.779 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
588,193 (1) (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
598,147.779 (1) (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.51% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
(1) As of December 31, 2015, the Summit Financial Group, Inc. Employee Stock Ownership Trust (“Trust”) created pursuant to the Summit Financial Group, Inc. Employee Stock Ownership Plan (the “ESOP”) was the beneficial owner, as that term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of a total of 588,193 shares of the Company’s common stock, or approximately 5.42% of the total outstanding shares of the Company’s common stock. As trustees of the Trust, Russell F. Ratliff, Jr. and Ronald F. Miller may be deemed to have shared investment power with respect to the Trust shares, under certain circumstances described below.
(2) Under the terms of the ESOP, participants in the ESOP have the right to direct Russell F. Ratliff, Jr. and Ronald F. Miller, as the Trustees of the Trust (the “Trustees”), in the voting of the Company’s common stock allocated to their accounts on all matters required to be submitted to a vote of shareholders. As of December 31, 2015, 406,371 shares have been allocated to participants’ accounts. Under the applicable trust agreement, the Trustees are to vote shares with respect to which no voting instructions are received from plan participants in proportion to the shares voted by plan participants who do submit voting instructions. As a result, the Trustees may theoretically be deemed to share, at least temporarily, voting power as to all shares reported on this Schedule. The Trustees also have limited dispositive power with respect to all shares reported on this Schedule, reflecting a requirement that the assets of the ESOP must primarily consist of shares of the Issuer’s stock. The Trustees disclaim beneficial ownership of the shares attributed to the Trustees in their capacity as Trustees of the Trust. |
(a) | Name
of Issuer |
Summit Financial Group, Inc. (the "Company") |
(b) | Address
of Issuer’s Principal Executive Offices |
300 North Main Street
Moorefield, WV 26836 |
(a) | Name
of Person Filing |
Summit Financial Group, Inc. Employee Stock Ownership Plan & Summit Financial Group, Inc. Employee Stock Ownership Trust
Trustees: Russell F. Ratliff, Jr. and Ronald F. Miller |
(b) | Address
of Principal Business Office or, if none, Residence |
300 North Main Street
Moorefield, WV 26836 |
(c) | Citizenship |
West Virginia corporation's employee stock benefit plan organized in West Virginia |
(d) | Title
of Class of Securities |
The title and class of equity security to which this statement on Schedule 13G relates is the common stock, par value $2.50 per share ("Common Stock"), of the Company. |
(e) | CUSIP
Number |
86606G |
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) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | x | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | 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) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
588,193 |
(b) |
Percent of class: 5.42% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
0 |
(ii) |
Shared power to vote or to direct the vote:
588,193 |
(iii) |
Sole power to dispose or to direct the disposition of:
0 |
(iv) |
Shared power to dispose or to direct the disposition of:
588,193 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
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 §240.14a-11. |
Summit Financial Group Employee Stock Ownership Plan & Employee Stock Ownership Trust | |||
Date:
February 09, 2016 | By:
| /s/ Russell F. Ratliff Jr. and Ronald F. Miller | |
Name: Russell F. Ratliff Jr. and Ronald F. Miller | |||
Title: Trustees | |||
Date:
February 09, 2016 | By:
| /s/ Russell F. Ratliff, Jr. | |
Name: Russell F. Ratliff, Jr. | |||
Title: Trustee | |||
Date:
February 09, 2016 | By:
| /s/ Ronald F. Miller | |
Name: Ronald F. Miller | |||
Title: Trustee | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |