Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
FINWARD BANCORP
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
31812F109
(CUSIP Number)
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Leane E. Cerven
Executive Vice President, General Counsel, Corporate Secretary
Finward Bancorp
9204 Columbia Avenue
Munster, Indiana 46321
(219) 836-4400
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With a Copy To:
David P. Hooper, Esq.
Barnes & Thornburg LLP
11 S. Meridian Street
Indianapolis, Indiana 46204
(317) 236-1313
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
to Receive Notices and Communications)
February 23, 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 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 Rule 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 the 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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CUSIP No. 31812F109
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1
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NAME OF REPORTING PERSON
David A. Bochnowski
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a) S
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
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7
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SOLE VOTING POWER
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72,110(1)
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8
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SHARED VOTING POWER
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249,790(2)
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9
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SOLE DISPOSITIVE POWER
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70,181(3)
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10
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SHARED DISPOSITIVE POWER
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249,790(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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321,900
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTA
IN SHARES (see instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.5%(4)
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14
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TYPE OF REPORTING PERSON (see instructions)
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IN
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| (1) |
Includes: (i) 61,459 shares held by Mr. Bochnowski under the Finward Bancorp Employees’ Savings and Profit Sharing Plan, as to which Mr. Bochnowski has sole voting and
dispositive power; (ii) 8,280 shares held in Mr. Bochnowski’s individual retirement account, as to which Mr. Bochnowski has sole voting and dispositive power; (iii) 442 shares held by Mr. Bochnowski individually, as to which Mr. Bochnowski
has sole voting and dispositive power; and (iv) 1,929 shares of restricted stock, as to which Mr. Bochnowski has sole voting but no dispositive power.
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| (2) |
Includes: (i) 241,061 shares that are held jointly with Ann M. Bochnowski, Mr. Bochnowski’s spouse, as to which Mr. and Mrs. Bochnowski have shared voting and
dispositive power; and (ii) 8,729 shares held in trusts for the benefit of Mr. and Mrs. Bochnowski’s children, as to which Mr. Bochnowski serves as a co-trustee with shared voting and dispositive power over such shares.
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| (3) |
Includes: (i) 61,459 shares held by Mr. Bochnowski under the Finward Bancorp Employees’ Savings and Profit Sharing Plan, as to which Mr. Bochnowski has sole voting and
dispositive power; (ii) 442 shares held by Mr. Bochnowski individually, as to which Mr. Bochnowski has sole voting and dispositive power; and (iii) 8,280 shares held in Mr. Bochnowski’s individual retirement account, as to which Mr.
Bochnowski has sole voting and dispositive power.
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| (4) |
Calculated based on 4,297,799 issued and outstanding shares of Finward Bancorp’s (the “Issuer’s”)
common stock, without par value, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
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CUSIP No. 31812F109
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1
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NAME OF REPORTING PERSON
Ann M. Bochnowski
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a) S
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7
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SOLE VOTING POWER
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42,590(1)
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8
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SHARED VOTING POWER
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249,790(2)
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9
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SOLE DISPOSITIVE POWER
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42,590(1)
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10
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SHARED DISPOSITIVE POWER
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249,790(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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292,380
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.8%(3)
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14
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TYPE OF REPORTING PERSON (see instructions)
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IN
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| (1) |
Includes: (i) 24,990 shares held directly by Mrs. Bochnowski, as to which Mrs. Bochnowski has sole voting and dispositive power; and (ii) 17,600 shares held in
custodianships and trusts for the benefit of Mr. and Mrs. Bochnowski’s children, as to which Mrs. Bochnowski has sole voting and dispositive power.
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| (2) |
Includes: (i) 241,061 shares that are held jointly with Mr. Bochnowski, as to which Mr. and Mrs. Bochnowski have shared voting and dispositive power; and (ii) 8,729
shares held in trusts for the benefit of Mr. and Mrs. Bochnowski’s children, as to which Mrs. Bochnowski serves as a co-trustee with shared voting and dispositive power over such shares.
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| (3) |
Calculated based on 4,297,799 issued and outstanding shares of Finward Bancorp’s (the “Issuer’s”)
common stock, without par value, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
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Explanatory Note
This Amendment No. 4 to Schedule 13D is being filed by the undersigned to amend the Schedule 13D filed by the
reporting persons on February 14, 2007, the Amendment No. 1 filed on March 20, 2008, the Amendment No. 2 filed on January 21, 2011, and the Amendment No. 3 filed on April 8, 2019 (as amended, the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“The class of equity securities to which this statement relates is the Common
Stock, without par value (the “Common Stock”), of Finward Bancorp (the “Issuer”),
an Indiana corporation having its principal office at 9204 Columbia Avenue, Munster, Indiana 46321.”
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“(a) Name of Person Filing:
This statement is filed by David A. Bochnowski and Ann M. Bochnowski, husband and wife (sometimes
referred to herein as the “Reporting Persons”).
(b) Residence or Business Address:
Both of the Reporting Persons reside at 10203 Cherrywood Lane, Munster, Indiana 46321.
(c) Principal Occupation:
Mr. Bochnowski is the Executive Chairman of the Issuer and the Issuer’s wholly-owned subsidiary,
Peoples Bank, an Indiana commercial bank. The address of the Issuer and Peoples Bank is the same as that set forth in Item 1 above. On January 27, 2023, Mr. Bochnowski informed the Board of Directors (the “Board”) of the Issuer of his decision to retire as Executive Chairman and as a member of the Board effective as of June 30, 2023.
Mrs. Bochnowski is not employed.
(d) Criminal Proceedings:
During the last five years, neither Reporting Person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Civil, Judicial, or Administrative Proceedings:
During the last five years, neither Reporting Person has 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 finding any violation with respect to such laws.
(f) Citizenship:
Both Reporting Persons are citizens of the United States of America.”
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“Mr. Bochnowski individually owns 61,459 shares held under the Finward Bancorp
Employees’ Savings and Profit Sharing Plan, 8,280 shares held in his individual retirement account, and 442 shares held individually, which he acquired using personal funds. Mr. Bochnowski also holds 1,929 shares of unvested restricted Common Stock,
which he received as grants under the Finward Bancorp 2015 Stock Option and Incentive Plan.
Mrs. Bochnowski individually owns 24,990 shares, which she acquired using
personal funds. Mrs. Bochnowski also serves as custodian and trustee for certain custodianships and trusts for the benefit of Mr. and Mrs. Bochnowski’s children which hold 17,600 shares, which were acquired using Mr. and Mrs. Bochnowski’s personal
funds.
Mr. and Mrs. Bochnowski jointly own 241,061 shares which were acquired using
their personal funds. Mr. and Mrs. Bochnowski also serve as co-trustees of trusts for the benefit of their children which hold 8,729 shares, which were also acquired using Mr. and Mrs. Bochnowski’s personal funds.”
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“Mr. Bochnowski is the current Executive Chairman and the former Chief Executive
Officer of the Issuer and Peoples Bank. Mr. and Mrs. Bochnowski are husband and wife. The Reporting Persons acquired the shares of Common Stock reported in this Schedule 13D using their personal funds and, in the case of Mr. Bochnowski, pursuant to
grants of restricted stock from the Issuer, as described in Item 3 above. On January 27, 2023, Mr. Bochnowski informed the Board of the Issuer of his decision to retire as Executive Chairman and as a member of the Board effective as of June 30,
2023. The Reporting Persons in the future may acquire shares of Common Stock for investment purposes and in the ordinary course of business.
Except as may be set forth above, the Reporting Persons do not have any present
plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.”
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“(a) Amount beneficially owned:<
/font>
As of the date of this Schedule 13D, Mr. Bochnowski beneficially owns 321,900 shares of the
Issuer’s Common Stock, representing 7.5% of the Issuer’s outstanding shares of Common Stock. This amount includes 61,459 shares held under the Finward Bancorp Employees’ Savings and Profit Sharing Plan, as to which Mr. Bochnowski has sole voting and
dispositive power, 8,280 shares held in his individual retirement account, as to which Mr. Bochnowski has sole voting and dispositive power, 442 shares held individually, as to which Mr. Bochnowski has sole voting and dispositive power, 1,929 shares
of restricted stock, as to which Mr. Bochnowski has sole voting but no dispositive power, 241,061 shares that are held jointly with Mr. Bochnowski’s spouse, as to which Mr. and Mrs. Bochnowski have shared voting and dispositive power, and 8,729
shares held in trusts for the benefit of Mr. and Mrs. Bochnowski’s children, as to which Mr. Bochnowski serves as a co-trustee with shared voting and dispositive power over such shares.
As of the date of this Schedule 13D, Mrs. Bochnowski beneficially owns 292,380 shares of the
Issuer’s Common Stock, representing 6.8% of the Issuer’s outstanding shares of Common Stock. This amount includes 24,990 shares held directly by Mrs. Bochnowski, as to which Mrs. Bochnowski has sole voting and dispositive power, 17,600 shares held
in custodianships and trusts for the benefit of Mr. and Mrs. Bochnowski’s children, as to which Mrs. Bochnowski has sole voting and dispositive power, 241,061 shares that are held jointly with Mr. Bochnowski, as to which Mr. and Mrs. Bochnowski have
shared voting and dispositive power, and 8,729 shares held in trusts for the benefit of Mr. and Mrs. Bochnowski’s children, as to which Mrs. Bochnowski serves as a co-trustee with shared voting and dispositive power over such shares.
(b) Voting and Dispositive Power:
Mr. Bochnowski has sole voting power over 72,110 shares, sole dispositive power over 70,181 shares,
and shared voting and dispositive power over 249,790 shares, which power is shared with Mrs. Bochnowski. The applicable background information for Mrs. Bochnowski is set forth in Item 2 above and incorporated by reference herein.
Mrs. Bochnowski has sole voting and dispositive power over 42,590 shares, and shared voting and
dispositive power over 249,790 shares, which power is shared with Mr. Bochnowski. The applicable background information for Mr. Bochnowski is set forth in Item 2 above and incorporated by reference herein.
(c) Transactions:
During the past 60 days, Mr. Bochnowski has effected the following transactions in the Issuer’s Common Stock:
| Shares Acquired (Disposed) |
Price Per Share ($)
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Date of Transaction
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Manner Effected
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552
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$36.21
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January 18, 2023
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Dividend Reinvestment Plan Acquisition1
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(374
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)
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$37.45
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February 7, 2023
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Withholding of securities2
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1
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Represents shares of common stock acquired pursuant to purchases under the Finward Bancorp Automatic Dividend Reinvestment
Plan.
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2
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Represents the payment of the exercise price or tax liability by delivering or withholding securities incident to the
receipt, exercise, or vesting of securities.
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(d) Right to Receive Dividends or Sale Proceeds:
Not applicable.
(e) Ceasing of 5% Beneficial Ownership:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented to add a new exhibit as follows:
Exhibit A: Agreement of Joint Filing
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.
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Date: February 23, 2023
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/s/ David A. Bochnowski
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David A. Bochnowski
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Date: February 23, 2023
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/s/ Ann M. Bochnowski
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Ann M. Bochnowski
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Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the Common Stock, without par value, of Finward Bancorp, and that this agreement be included as an exhibit to such filing and any amendment
thereof.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together
shall be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of February 23, 2023.
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/s/ David A. Bochnowski
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David A. Bochnowski
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/s/ Ann M. Bochnowski
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Ann M. Bochnowski
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