Sec Form 13D Filing - Gunther Dale O. filing for Altabancorp (ALTA) - 2021-02-03

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 5

 

to

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

ALTABANCORP

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

712706209

(CUSIP Number)

 

 

Dale O. Gunther	Blaine C. Gunther
856 East 700 North	75 East 1010 North
American Fork, UT 84003	American Fork, UT 84003
(801) 592-1826	(801) 234-9620

 

The address for all other Reporting Persons is:

 

Marcus J. Williams

Buchalter APC

1000 Wilshire Blvd., Suite 1500

Los Angeles, CA 90017

(213) 891-5088

 

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

 

February 1, 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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(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 §240.13d-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 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).  

 

 

 

SCHEDULE 13D

 

Explanatory Note: This Amendment No. 5 (“Amendment”) to the beneficial ownership report on Schedule 13D filed on June 10, 2020 (“Schedule 13D”) amends and supplements certain information set forth in the Schedule 13D. The Schedule 13D has previously been amended by Amendment No. 1 (July 22, 2020), Amendment No. 2 (January 14, 2021), Amendment No. 3 (January 15, 2021) and Amendment No. 4 (January 27, 2021). References herein to the Schedule 13D describe the initial filing as so amended. The Schedule 13D relates to shares of common stock of Altabancorp, a Utah corporation and a registered bank holding company, beneficially owned by the reporting persons identified in the Schedule 13D, as amended hereby. Except as set forth herein, this Amendment does not modify any information previously set forth in the Schedule 13D. Capitalized terms used herein and not defined have the meanings assigned thereto in the Schedule 13D. The purpose of this Amendment is to disclose certain recent developments identified in Item 4 and to update certain facts disclosed in Item 6.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is amended to add the following paragraph immediately preceding the first paragraph of this Item as set forth in Amendment No. 4.

 

On February 1, 2021, Reporting Person Jonathan B. Gunther tendered his resignation from the boards of directors of the registrant and the registrant’s wholly owned subsidiary, Altabank. A copy of Mr. Jonathan Gunther’s resignation letter is filed herewith as Exhibit 99.9 and its contents are incorporated herein by reference.

 

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

 

Item 6 is hereby amended by replacing the last paragraph of such Item with the following text.

 

Paul R. Gunther and Jonathan B. Gunther, each a Reporting Person former director of the registrant and the registrant’s wholly owned subsidiary, Altabank, are parties to indemnification agreements with the Issuer. The form of such indemnification agreement is filed as Exhibit 10.7 to the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“Form 10-K”). A summary of the Issuer’s obligations and the rights of such Reporting Persons is set forth in the Issuer’s definitive proxy statement on Schedule 14A dated April 17, 2020, and incorporated by reference into Part III, Item 13, of the Form 10-K. Such description is incorporated by reference herein. During the fiscal year ended December 31, 2020, the Issuer made indemnification payments totaling $13,031 to or for the benefit of Reporting Person Paul R. Gunther.  

 

Item 7. Material to be Filed as Exhibits

Exhibit		Description
99.1		Shareholder Agreement (including agreement regarding joint filing in accordance with Exchange Act Rule 13d-1(k)(1))*
99.2		Letter from Dale O. Gunther and Blaine C. Gunther to Board of Directors of the Issuer dated January 13, 2021*
99.3		Letter from Paul R. Gunther to Board of Directors of the Issuer dated January 15, 2021*
< font style="font-family: Times New Roman, Times, Serif; font-size: 10pt">99.4		Form of Indemnification Agreement between the Issuer and each of Jonathan B. Gunther and Paul R. Gunther (incorporated herein by reference to Exhibit 10.7 of the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019)*
99.5		Letter from Dale O. Gunther and Blaine C. Gunther to Board of Directors of the Issuer dated January 27, 2021*

 

 

99.6		Letter from Dale O. Gunther and Blaine C. Gunther to Board of Directors of the Issuer dated October 6, 2020*
99.7		Letter from the Board of Directors of the Issuer to Dale O. Gunther and Blaine C. Gunther to Board dated October 23, 2020*
99.8		Letter from Dale O. Gunther and Blaine C. Gunther to Board of Directors of the Issuer dated December 3, 2020*
99.9		Letter from Jonathan B. Gunther to Board of Directors of the Issuer dated February 1, 2021†
24.1		Form of Power of Attorney*
	* †	Previously Filed. Filed Herewith.

 

 

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.

 

Dated: February 2, 2021

 

	DALE O. GUNTHER
	/s/ Dale O. Gunther
	Dale O. Gunther
	DRG PARTNERS, LLC
	/s/ Dale O. Gunther
	Name:	Dale O. Gunther
	Title:	Manager
	THE RASPBERRY TRUST
	/s/ Matthew O. Cleary
	Name:	Matthew O. Cleary
	Title:	Trustee

 

 

	GUNTHER LEGACY TRUST
	/s/ Chantel Gunther
	Name:	Chantel Gunther
	Title:	Trustee
	/s/ W. Bruce Miller
	Name:	W. Bruce Miller
	Title:	Trustee
	/s/ Brett D. Christiansen
	Name:	Brett D. Christiansen
	Title:	Trustee
	/s/ Holli Gunther
	Name:	Holli Gunther
	Title:	Trustee
	/s/ Christina Gunther
	Name:	Christina Gunther
	Ti tle:	Trustee
	/s/ Orrin Porter Rockwell
	Name:	Orrin Porter Rockwell
	Title:	Trustee
	/s/ Ryan Thompson
	Name:	Ryan Thompson
	Title:	Trustee
	RUSSELL GUNTHER
	/s/ Russell Gunther
	Russell Gunther
	JACOB GUNTHER
	/s/ Jacob Gunther
	Jacob Gunther
	HUDSON GUNTHER
	/s/ Hudson Gunther
	Hudson Gunther
	KIMBALL GUNTHER
	/s/ Kimball Gunther
	Kimball Gunther

 

 

	THE MARY G. MILLER REVOCABLE TRUST
	/s/ Mary G. Miller
	Name:	Mary G. Miller
	Title:	Trustee
	/s/ W. Bruce Miller
	Name:	W. Bruce Miller
	Title:	Trustee
	DEREK GUNTHER MILLER
	/s/ Derek Gunther Miller
	Derek Gunther Miller
	THE BRETT AND SUSAN CHRISTIANSEN FAMILY TRUST
	/s/ Brett David Christiansen
	Name: Brett David Christiansen
	Title:	Trustee
	/s/ Susan Gunther Christiansen
	Name:	Susan Gunther Christiansen
	Title:	Trustee
	CHRISTOPHER BRETT CHRISTIANSEN
	/s/ Christopher Brett Christiansen
	Christopher Brett Christiansen
	BRUCE O. GUNTHER
	/s/ Bruce O. Gunther
	Bruce O. Gunther
	JULIE MARIE ROCKWELL
	/s/ Julie Marie Rockwell
	Julie Marie Rockwell
	RUTH ANN GUNTHER THOMPSON
	/s/ Ruth Ann Gunther Thompson
	Ruth Ann Gunther Thompson

 

 

	THE PAUL GUNTHER FAMILY LLC
	/s/ Paul Gunther
	Name:	Paul Gunther
	Title:	Managing Member
	/s/ Lynda C. Gunther
	Name:	Lynda C. Gunther
	Title:	Managing Member
	JANELLE GUNTHER
	/s/ Janelle Gunther
	Janelle Gunther
	JORDAN GUNTHER
	/s/ Jordan Gunther
	Jordan Gunther
	JENESSA GUNTHER
	/s/ Jenessa Gunther
	Jenessa Gunther
	JILENNE GUNTHER
	/s/ Jilenne Gunther
	Jilenne Gunther
	JUSTUS ROBERT GUNTHER
	/s/ Justus Robert Gunther
	Justus Robert Gunther
	JESSE OMEGA GUNTHER
	/s/ Jesse Omega Gunther
	Jesse Omega Gunther

 

	JANSEN ORVILLE GUNTHER
	/s/ Jansen Orville Gunther
	Jansen Orville Gunther

 

 

	JULIA KELSEY GUNTHER
	/s/ Julia Kelsey Gunther
	Julia Kelsey Gunther
	THE PAUL AND MIRIAM THOMAS FAMILY LLC
	/s/ Paul Y. Thomas
	Name:	Paul Y. Thomas
	Title:	Managing Member
	/s/ Miriam G. Thomas
	Name:	Miriam G. Thomas
	Title:	Managing Member
	HETS, LLC
	/s/ Eric Neal Sabourin
	Name:	Eric Neal Sabourin
	Title:	Manager
	/s/ Heather Thomas-Sabourin
	Na me:	Heather Thomas-Sabourin
	Title:	Manager

 

 

	BLAINE GUNTHER INVESTMENTS, L.C.
	/s/ Blaine C. Gunther
	Name:	Blaine C. Gunther
	Title:	Member
	/s/ Linda Gunther
	Name:	Linda Gunther
	Title:	Member
	/s/ Kristin Gunther Howard
	Name:	Kristin Gunther Howard
	Title:	Member
	/s/ Jonathan Blaine Gunther
	Name:	Jonathan Blain Gunther
	Title:	Member
	/s/ Anne Marie Gunther
	Name:	Anne Marie Gunther
	Title:	Member
	BLAINE C. GUNTHER TRUST
	/s/ Blaine C. Gunther
	Name:	Blaine C. Gunther
	Title:	Trustee

 

 

	THE JOHN W. HOWARD II AND KRISTIN G. HOWARD TRUST FBO HOWARD FAMILY TRUST U/A JAN. 3, 2002
	/s/ John W. Howard II
	Name:	John W. Howard II
	Title:	Trustee
	/s/ Kristin G. Howard
	Name:	Kristin G. Howard
	Title:	Trustee
	JONATHAN BLAINE GUNTHER
	/s/ Jonathan Blaine Gunther
	Jonathan Blaine Gunther
	THE LIVING TRUST OF JONATHAN BLAINE GUNTHER AND LISA PETERSEN GUNTHER
	/s/ Jonathan Blaine Gunther
	Name:	Jonathan Blaine Gunther
	Title:	Trustee
	/s/ Lisa Petersen Gunther
	Name:	Lisa Petersen Gunther
	Title:	Trustee

 

 

	ANNE MARIE GUNTHER
	/s/ Anne Marie Gunther
	Anne Marie Gunther
	GUNTHER HOLDING COMPANY L.C.
	/s/ Dean Gunther
	Name:	Dean Gunther
	Title:	Manager

 

 

	THE GUNTHER FAMILY TRUST
	/s/ Dean Gunther
	Name:	Dean Gunther
	Title:	Trustee
	/s/ Deana Gunther
	Name:	Deana Gunther
	Title:	Trustee
	DEBRA GUNTHER HOLLEY
	/s/ Debra Gunther Holley
	Debra Gunther Holley
	STEPHEN H. HOLLEY
	/s/ Stephen H. Holley
	Stephen H. Holley
	RUPRECHT & CO., L.L.C.
	/s/ Stephen H. Holley
	Name:	Stephen H. Holley
	Title:	Member-Manager
	/s/ Debra Gunther Holley
	Name:	Debra Gunther Holley
	Title:	Member-Manager

 

 

	THE NEWBOLD FAMILY TRUST
	/s/ Jace Tyler Newbold
	Name:	Jace Tyler Newbold
	Title:	Trustee
	/s/ Rebecca Holley Newbold
	Name:	Rebecca Holley Newbold
	Title:	Trustee
	STEPHEN MARK HOLLEY
	/s/ Stephen Mark Holley
	Stephen Mark Holley

 

 

	BENJAMIN HOLLEY
	/s/ Benjamin Holley
	Benjamin Holley
	ANDREA HOLLEY
	/s/ Andrea Holley
	Andrea Holley

 

 

11