Sec Form 13D Filing - LAME JOHN C filing for LCNB CORP (LCNB) - 2021-11-22

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 2)

LCNB Corp.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

50181P100

(CUSIP Number)

John C. Lame

8805 Tamiami Trail N. #128

Naples, FL 34108

Telephone: (513) 235-6982

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

November 19, 2021

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

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 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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This Schedule 13D relates to shares of common stock, without par value, of LCNB Corp., an Ohio corporation (the “Issuer”). The Issuer’s principal executive office is located at 2 North Broadway, Lebanon, Ohio 45036.

This Schedule 13D is jointly filed by John C. Lame and Susan K. Lame, Mr. Lame’s spouse, in their capacities as co-trustees of the John C. Lame and Susan K. Lame Irrevocable Trust u/a dated May 18, 2018 (the “Trust”); the John C. Lame IRA (the “IRA”); the John C. Lame Roth Contributory IRA (the “John Lame Roth IRA”); and the Susan K. Lame Roth Contributory IRA (the “Susan Lame Roth IRA”) (collectively, the “Reporting Persons”). Item 2 is amended by the filing of this Amendment No. 2 to add Susan K. Lame as a Reporting Person in her capacity as trustee of the Susan Lame Roth IRA.

Mr. Lame is a citizen of the United States and his principal occupation is Chief Executive Officer of Untapped, LLC, a limited liability company. The principal business of Untapped, LLC is life guidance and wealth coaching.

Ms. Lame is a citizen of the United States and her principal occupation is special projects manager, Untapped, LLC. The principal business of Untapped, LLC is life guidance and wealth coaching.

The Trust is an irrevocable trust established by John C. Lame and Susan K. Lame for estate planning purposes. The IRA, the John Lame Roth IRA and the Susan Lame Roth IRA are retirement accounts established by Mr. and Mrs. Lame.

The address of each Reporting Person for purposes of this filing is: 8805 Tamiami Trail N. #128, Naples, Florida 34108.

By virtue of these relationships and pursuant to the beneficial ownership rules of the SEC, the Reporting Persons may be deemed to be members of a group.

The Reporting Persons have not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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 a finding of any violation with respect to such laws.

The Trust purchased shares of the Issuer’s common stock using Trust funds. Commencing August 2, 2021, some of the shares purchased by the Trust were purchased through a margin account with Charles Schwab & Co., Inc. Shares of the Issuer’s common stock held in the Trust margin account are held as collateral for repayment of the margin debt, and accordingly an indeterminate portion of the margin debt at any given point in time is attributable to the Issuer’s common stock held by the Trust. Shares of the Issuer’s common stock held directly by the Trust, IRA, the John Lame Roth IRA, and the Susan Lame Roth IRA were acquired directly by these reporting persons. Shares of the Issuer are listed on the Nasdaq Capital Market under the symbol “LCNB”.

As specifically set forth herein, this Amendment No. 2 amends the Schedule 13D filed on July 30, 2021, as amended by the filing of Amendment No. 1 on October 21, 2021. This Amendment No. 2 is being filed to reflect a change in the percentage of outstanding shares of the Issuer held by the Reporting Persons resulting from the additional 135,000 shares acquired by the Reporting Persons through open-market purchases. The Reporting Persons’ beneficial ownership increased by 1.09% of the outstanding shares of the Issuer from that previously reported. As of the Schedule 13D Amendment No. 1 filing date, the Reporting Persons collectively owned 765,000 shares of the Issuer’s common stock, which represented 6.15% of the outstanding shares of the Issuer. The percentage of outstanding shares of the Issuer that the Reporting Persons’ holding represents has increased to 7.24%, causing the need to file this Amendment No. 2.    

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The Reporting Persons reserve the right to purchase or otherwise acquire additional securities of the Issuer, or sell or otherwise dispose of any securities of the Issuer beneficially owned by them, in each case, in the open market or in privately negotiated transactions, to the extent deemed advisable in light of market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.

Item 5(a) – (b) is hereby amended as follows:

(a) – (b) According to the Issuer’s Form 10-Q filed with the SEC on November 3, 2021, there were 12,433,328 shares of the Issuer’s common stock outstanding on September 30, 2021.

The following list sets forth the aggregate number and percentage of outstanding shares of the Issuer’s common stock owned beneficially by each Reporting Person:

(c) The Reporting Persons’ transactions in the Issuer’s common stock in the past 60 days consist of the following purchases.

The following open-market transactions were effected by the John Lame IRA during the past sixty (60) days:

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The following open-market transactions were effected by the John C. Lame Roth IRA during the past sixty (60) days:

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The following open-market transactions were effected by the Susan K. Lame Roth IRA during the past sixty (60) days:

(d) No one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends or proceeds of sale of the shares.

(e) not applicable

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 22, 2021

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