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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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CUSIP No. 62845B104
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Page 1 of 13 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 6
Under the Securities Exchange Act of 1934
MUTUALFIRST FINANCIAL, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
62845B104
(CUSIP Number)
Mr. John Wm. Palmer
PL Capital, LLC
47 E. Chicago Avenue
Suite 328
Naperville, IL 60540
(630) 848-1340
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 24, 2020
(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 Rule 13d-1(b)(3) or (4), check the following box ☐
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CUSIP No. 62845B104
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Page 2 of 13 Pages
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1
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NAME OF REPORTING PERSON
PL Capital, LLC
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
|
|||
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5
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CHECK BOX 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
Delaware
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|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒ | ||
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
|
14
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TYPE OF REPORTING PERSON
OO
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|||
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CUSIP No. 62845B104
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Page 3 of 13 Pages
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1
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NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
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||
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3
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SEC USE ONLY
|
|||
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4
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SOURCE OF FUNDS
WC, OO
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|||
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5
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CHECK BOX 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
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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|||
|
14
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TYPE OF REPORTING PERSON
PN
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|||
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CUSIP No. 62845B104
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Page 4 of 13 Pages
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1
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NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ (b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
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SOURCE OF FUNDS
WC, OO
|
|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
|
13
|
<
td style="vertical-align: top; border-bottom: 2px solid rgb(0, 0, 0);" colspan="3">
||||
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14
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TYPE OF REPORTING PERSON
PN
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|||
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CUSIP No. 62845B104
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Page 5 of 13 Pages
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1
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NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
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|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
SOURCE OF FUNDS
WC, OO
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|||
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CUSIP No. 62845B104
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Page 6 of 13 Pages
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1
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NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
SOURCE OF FUNDS
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
|
14
|
TYPE OF REPORTING PERSON
OO
|
|||
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CUSIP No. 62845B104
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Page 7 of 13 Pages
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1
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NAME OF REPORTING PERSON
PL Capital Advisors, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
SOURCE OF FUNDS
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
|
14
|
TYPE OF REPORTING PERSON
OO
|
|||
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CUSIP No. 62845B104
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Page 8 of 13 Pages
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1
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NAME OF REPORTING PERSON
John W. Palmer
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
SOURCE OF FUNDS
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
|
14
|
TYPE OF REPORTING PERSON
IN
|
|||
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CUSIP No. 62845B104
|
Page 9 of 13 Pages
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|
1
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NAME OF REPORTING PERSON
Richard J. Lashley
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
SOURCE OF FUNDS
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
|
14
|
TYPE OF REPORTING PERSON
IN
|
|||
|
CUSIP No. 62845B104
|
Page 10 of 13 Pages
|
|
1
|
NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
SOURCE OF FUNDS
WC, OO
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
|
8
|
SHARED VOTING POWER
0
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|||
|
CUSIP No. 62845B104
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Page 11 of 13 Pages
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Explanatory Note
This Amendment No. 6 to the Schedule
13D amends the amended and restated Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on March 29, 2018 (the “Restated Filing”) (the Restated Filing and this Amendment No. 6 are collectively referred to herein as the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Restated Filing.
As a result of the transaction discussed below, the Reporting Persons no longer beneficially own any of the Common Stock of the Company.
So, upon the filing of this amendment, the Reporting Persons will cease to be reporting persons with regard to the Common Stock.
| Item 4. |
Purpose of Transaction
|
Northwest Bancshares, Inc. (“Northwest Bancshares”) received all regulatory approvals and non-objections required pursuant to the
Agreement and Plan of Merger with MutualFirst Financial, dated October 29, 2019, and, on April 24, 2020, MutualFirst Financial merged with and into Northwest Bancshares, with Northwest Bancshares as the surviving entity (the “Merger”). Then on May 4, 2020, MutualFirst filed a Form 15 with the SEC terminating its registration under Section 12(g) of the Securities Exchange Act of 1934, as amended, and suspending its duty to file reports under the Securities Exchange Act.
| Item 5. |
Interest in Securities of the Company
|
As a result of the Merger, the Reporting Persons do not own any shares of Common Stock. The Reporting Persons made no transactions in the Common Stock within the past 60 days.
|
CUSIP No. 62845B104
|
Page 12 of 13 Pages
|
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.
Date: May 7, 2020
|
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
CUSIP No. 62845B104
|
Page 13 of 13 Pages
|
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GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
PL CAPITAL, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
|
|
By: /s/ John W. Palmer
John W. Palmer
|
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By: /s/ Richard J. Lashley
Richard J. Lashley
|