Sec Form 13D Filing - HOLDING FRANK B JR filing for FIRST CTZNS BANCSHARES INC DEL (FCNCP) - 2023-12-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 5

FIRST CITIZENS BANCSHARES, INC.

(Name of Issuer)

CLASS B COMMON STOCK, $1.00 PAR VALUE

(Title of Class of Securities)

31946M-20-2

(CUSIP Number)

William R. Lathan, Jr.

Ward and Smith, P.A.

1001 College Court

New Bern, North Carolina 28562

(252) 633-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 19, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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  ☐.

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).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 5 amends and restates the Reporting Persons’ joint Schedule 13D to (1) include as a Reporting Person Lewis R. Holding II who first became the beneficial owner of more than 5% of the Issuer’s Class B Common Stock on December 19, 2023, (2) remove as a Reporting Person Ella Ann L. Holding who, as reported in Amendment No. 4, no longer beneficially owns any shares of the Issuer’s Class B Common Stock, and (3) update the numbers of shares and percentages of the Issuer’s Class B Common Stock that may be deemed to be beneficially owned by each of the other Reporting Persons to reflect changes in their beneficial ownership since the filing of Amendment No. 4.

Item 1. Security and Issuer.

This Statement relates to the Class B Common Stock, $1 par value per share (“Class B Common Stock”), of First Citizens BancShares, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 4300 Six Forks Road, Raleigh, North Carolina 27609.

Item 2. Identity and Background.

This statement is filed jointly by Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow, Carson H. Brice, and Lewis R. Holding II. The Reporting Persons are members of the same family, but each of them disclaims membership in a group. Their addresses are as follows:

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor have any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are 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.

Each of the Reporting Persons is a citizen of the United States of America.

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Item 3. Source and Amount of Funds or Other Consideration.

The shares of the Issuer’s Class B Common Stock held individually by Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow and Carson H. Brice, respectively, were acquired in part through gifts from their parents, Frank B. Holding and Ella Ann L. Holding, in part with their personal funds, and in part, directly or indirectly, from or through the estate of their father, Frank B. Holding, and, in the case of Frank B. Holding, Jr., in part through the exchange of shares of the Issuer’s Class A Common Stock he previously held for shares of Class B Common Stock. Shares listed in Item 5 as held by or for their children, grandchildren or other individuals or in trusts or other accounts for their benefit were acquired through gifts from them, Frank B. Holding and Ella Ann L. Holding, or other family members. Shares listed in Item 5 as held by Lewis R. Holding II were acquired in part through gifts from his parents, Frank B. Holding Jr. and Ruth E. Holding, and grandparents, Frank B. Holding and Ella Ann L. Holding, or other family members, in part with his personal funds, and in part through the exchange of shares of the Issuer’s Class A Common Stock he previously held for shares of Class B Common Stock. Shares held by the various entities listed in the tables below were acquired by those entities with their separate funds or, in the case of the two charitable foundations, contributions by Lewis R. Holding and Frank B. Holding and Ella Ann L. Holding.

Item 4. Purpose of the Transaction.

Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristow’s spouse, Peter M. Bristow, serve as executive officers and directors of the Issuer and, therefore, participate with the Issuer’s management and Board of Directors in the making of policy and the consideration of and taking of action on significant corporate events involving the Issuer. Olivia B. Holding, Carson H. Brice and Claire H. Bristow are the siblings of Frank B. Holding, Jr. and Hope H. Bryant and do not participate in the management or policy-making functions of the Issuer. Lewis R. Holding II is the son of Frank B. Holding, Jr. and the nephew of Hope H. Bryant, Olivia B. Holding, Carson H. Brice and Claire H. Bristow and does not participate in the management or policy-making functions of the Issuer. Shares of the Issuer’s Class B Common Stock beneficially owned by each of them and by or for each of the other individuals and entities named in the tables below are held as described below for investment purposes.

Item 5. Interest in Securities of the Issuer.

The following tables list shares of the Issuer’s Class B Common Stock as to which each of the Reporting Persons may be considered to have sole or shared voting and/or dispositive power as of the filing date of this Schedule 13D/A, and the percentage of the outstanding shares of the Issuer’s Class B Common Stock (1,005,185 outstanding shares as of December 19, 2023) represented by the shares listed for each Reporting Person. In the aggregate, the reporting persons may be considered to beneficially own 755,840 shares of Class B Common Stock, or approximately 75.2% of the outstanding shares of that class. Other entities in which certain of the Reporting Persons are shareholders and serve as directors hold an aggregate of 27,099 shares of Class B Common Stock, or approximately 2.7% of the outstanding shares of the class. The Reporting Persons disclaim voting and dispositive power with respect to the shares held by those other entities.

In addition to the shares of Class B Common Stock described in the tables below, the Reporting Persons may be considered to beneficially own, in the aggregate, approximately 2,944,232 of the outstanding shares of the Issuer’s outstanding Class A Common Stock (13,514,933 outstanding shares as of December 19, 2023) which is a separate and distinct class of common stock, and 110,785 of the Issuer’s outstanding Depositary Shares (each representing a 1/40th interest in a share of the Issuer’s nonvoting 5.375% Non-Cumulative Perpetual Preferred Stock, Series A). Other entities in which certain of the Reporting Persons are shareholders and serve as directors hold an aggregate of approximately 466,532 of the outstanding shares of Class A Common Stock and 398,945 of the outstanding Depositary Shares. The Reporting Persons disclaim voting and dispositive power with respect to the shares held by those other entities.

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Frank B. Holding, Jr. Mr. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 159,454 shares of Class B Common Stock, amounting to 15.9% of the outstanding Class B Common Stock, as described in the table below.

Mr. Holding, his spouse and son, respectively, receive, or have the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by them individually. Mr. Holding, for the benefit of his children and grandchildren, receives or has the power to direct the receipt of dividends and sale proceeds from the shares held by him as custodian. The distribution of dividends and sale proceeds from shares held as a trustee and/or beneficiary of trusts is determined based on the terms of the governing instruments of the trusts. The Foundations receive, or their managements have the power to direct the receipt of, dividends and sale proceeds from the shares they hold.

During the 60 days preceding the filing of this Schedule 13D/A, Mr. Holding disposed of an aggregate of 475 shares of Class B Common Stock on December 8, 2023, in multiple gifts made by him to family members. Of those disposed shares, an aggregate of 75 shares of Class B Common Stock were gifted to his grandsons whose shares he holds as custodian. Mr. Holding also acquired 84 shares of Class B Common Stock on December 13, 2023, in multiple gifts made by family members to his grandsons whose shares he holds as custodian.

Mr. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class B Common Stock which are not listed in the table above as follows.

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Hope H. Bryant. Mrs. Bryant is, or may be deemed to be, the beneficial owner of an aggregate of 65,026 shares of Class B Common Stock, amounting to 6.5% of the outstanding Class B Common Stock, as described in the table below.

Mrs. Bryant and her spouse, respectively, receive or have the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by them individually. The distribution of dividends and sale proceeds from shares held as a trustee and/or beneficiary of trusts is determined based on the terms of the governing instruments of those trusts. Each of the entities and foundations listed above receives, or its management has the power to direct the receipt of, dividends and sale proceeds from the shares it holds.

During the 60 days preceding the filing of this Schedule 13D/A, Mrs. Bryant transferred 7,442 shares of Class B Common Stock on December 5, 2023, to a new grantor retained annuity trust of which she is trustee and sole annuity beneficiary, which shares continue to be reflected in the above list as beneficially owned by her. On December 8, 2023, she acquired 25 shares of Class B Common Stock through a gift to a trust for which she is a trustee.

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Mrs. Bryant disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class B Common Stock which are not listed in the table above as follows:

Olivia B. Holding. Ms. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 168,630 shares of Class B Common Stock, constituting 16.8% of the outstanding Class B Common Stock, as described in the table below.

Ms. Holding receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by her individually. The distribution of dividends and sale proceeds from shares held as a trustee and/or beneficiary of trusts is determined based on the terms of the governing instruments of those trusts. Each of the entities and foundations listed above receives, or its respective officers and directors or manager have the power to direct the receipt of, dividends and sale proceeds from the shares it holds.

During the 60 days preceding the filing of this Schedule 13D/A, Ms. Holding acquired 75 shares of Class B Common Stock through gifts to trusts for which she is a trustee.

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Ms. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class B Common Stock which are not listed in the table above as follows:

Claire H. Bristow. Mrs. Bristow is, or may be deemed to be, the beneficial owner of an aggregate of 111,484 shares of Class B Common Stock, amounting to 11.1% of the outstanding Class B Common Stock, as described in the table below.

Mrs. Bristow receives or has the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by her individually. The distribution of dividends and sale proceeds from shares held by her and her spouse as a trustee and/or beneficiary of trusts is determined based on the terms of the governing instruments of those trusts. The distribution of dividends and sale proceeds from shares held by the limited liability companies is determined by Mrs. Bristow’s spouse, as manager, based on the terms of the governing instruments of those entities.

During the 60 days preceding the filing of this Schedule 13D/A, Mrs. Bristow has not acquired or disposed of any shares of Class B Common Stock.

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Mrs. Bristow disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class B Common Stock which are not listed in the table above as follows:

Carson H. Brice. Mrs. Brice is, or may be deemed to be, the beneficial owner of an aggregate of 117,523 shares of Class B Common Stock, amounting to 11.7% of the outstanding Class B Common Stock, as described in the table below.

Mrs. Brice and her spouse, respectively, receive or have the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by them individually. Mrs. Brice receives or has the power to direct the receipt of dividends and sale proceeds, for the benefit of her children, from the shares held by her as custodian and in trust for her son. The distribution of dividends and sale proceeds from shares held as a trustee and/or beneficiary of trusts is determined based on the terms of the governing instruments of those trusts.

During the 60 days preceding the filing of this Schedule 13D/A, Mrs. Brice has not acquired or disposed of any shares of Class B Common Stock.

Mrs. Brice disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class B Common Stock which are not listed in the table above as follows:

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Lewis R. Holding II. Mr. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 58,535 shares of Class B Common Stock, amounting to 5.8% of the outstanding Class B Common Stock, as described in the table below.

Mr. Holding and his spouse, respectively, receive or have the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by them individually.

During the 60 days preceding the filing of this Schedule 13D/A, Mr. Holding and his spouse acquired an aggregate of 50 shares of Class B Common Stock on December 8, 2023, as recipients of gifts from his father, and, on December 19, 2023, Mr. Holding acquired 8,894 shares of Class B Common Stock (valued for purposes of the transaction at $1,357.91 per share) in a private transaction with an unrelated party in exchange for 8,449 previously held shares of the Issuer’s Class A Common Stock (valued for purposes of the transaction at $1,429.38 per share).

Mr. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class B Common Stock which are not listed in the table above as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7. Material to be Filed as Exhibits.

[SIGNATURES APPEAR ON FOLLOWING PAGE.]

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SIGNATURES

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.

December 28, 2023

[Schedule 13D/A Signature Page - Class B

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