Sec Form 13G Filing - Stern Harry S. filing for Sterling Bancorp Inc. (SBT) - 2021-02-17

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.  )*

 

STERLING BANCORP, INC.

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

85917W102

(CUSIP Number)

 

October 19, 2020

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*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 in 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).

 

 

 

CUSIP No. 85917W102

  

1.	Names of Reporting Person:   Harry S. Stern
2.	Check the Appropriate Box If A Member of A Group:	(a) ☐ (b) ☐
3.	SEC Use Only:
4.	Citizenship or Place of Organization:   United States of America

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power:	8,101,536
	6.	Shared Voting Power:	-0-
	7.	Sole Dispositive Power:	8,101,536
	8.	Shared Dispositive Power:	-0-

9.	Aggregate Amount Beneficially Owned By Each Reporting Person:	8,101,536
10.	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares:	☐
11.	Percent of Class Represented By Amount In Row (9):	16.2% (See Item 4 herein).
12.	Type of Reporting Person:	IN

  

 

CUSIP No. 85917W102

 

1.	Names of Reporting Person:   Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust
2.	Check the Appropriate Box If A Member of A Group:	(a) ☐ (b) ☐
3.	SEC Use Only:
4.	Citizenship or Place of Organization:   South Dakota

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power:	-0-
	6.	Shared Voting Power:	5,743,579
	7.	Sole Dispositive Power:	-0-
	8.	Shared Dispositive Power:	5,743,579

9.	Aggregate Amount Beneficially Owned By Each Reporting Person:	5,743,579
10.	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares:	☐
11.	Percent of Class Represented By Amount In Row (9):	11.5% (See Item 4 herein).
12.	Type of Reporting Person:	OO

 

 

The Reporting Persons named in Item 2 below are hereby jointly filing this Schedule 13G (this “Statement”) because due to certain relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own the same securities named in Item 4 below by one of the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13G (the “Joint Filing Agreement”), a copy of which is attached hereto as Exhibit 1.

 

Item 1(a).	Name of Issuer:   Sterling Bancorp, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	One Towne Square, Suite 1900 Southfield, MI 48076
Item 2(a).	Name of Persons Filing (collectively, the “Reporting Persons”:   (i)       Harry S. Stern (ii)      Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust (the “LTID Trust”)
Item 2(b).	Address of Principal Business Office, or if None, Residence:
	The principal business address for Mr. Stern is 220 Montgomery Street, 15th Floor, San Francisco, CA 94104, and the principal business office the LTID Trust is c/o The First National Bank in Sioux Falls, 100 South Phillips Avenue, Sioux Falls, SD 57104.
Item 2(c).	Citizenship or place or organization:   Mr. Stern is a citizen of the United States of America. The LTID Trust is sited in the State of South Dakota.
Item 2(d).	Title of Class of Securities:
	Common Stock, no par value.
Item 2(e).	CUSIP Number:
	85917W102

 

  

Item 3.

If this Statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	( a )	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
& #xA0;
	( b )	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
	( c )	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
	( d )	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	( e )	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	( f )	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	( g )	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	( h )	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	( i )	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	( j )	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
	( k )	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

 

  

Item 4.

Ownership.

 

										(c) Number of Shares as to which the person has:
Name		(a) Amount Beneficially Owned				(b) Percent of Class*				Sole Power to Vote or to Direct the Vote				Shared Power to Vote or to Direct the Vote				Sole Power to Dispose or to Direct the Disposition of				Shared Power to Dispose or to Direct the Disposition of
Harry S. Stern(1)			8,101,536	(2)			16.2	%			8,101,536	(2)			0				8.101,536	(2)			0
Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust(1)			5,743,579				11.5	%			0				5,743,579				0				5,743,579

 

 

(1)

By reason of the provisions of Rule 13d-3 of the Act, Mr. Stern may be deemed to beneficially own the shares beneficially owned by the trusts described below in footnote (2) for which he serves as trustee.  Mr. Stern disclaims beneficial ownership of the Common Stock of Sterling Bancorp, Inc. (the “Common Stock”) owned by the trusts.

(2)

Represents the Common Stock owned by trusts for which Mr. Stern was appointed as Successor Family Trustee on October 19, 2020, effective November 18, 2020, consisting of 5,743,579 shares of Common Stock held by the LTID Trust and 2,357,957 shares of Common Stock held by the Scott J. Seligman 1993 Irrevocable Dynasty Trust (collectively, the “Trusts”).  The Successor Family Trustee has sole investment and voting power over the shares of Common Stock owned by the Trusts, but Mr. Stern disclaims beneficial ownership of these shares of Common Stock.

 

* As of October 5, 2020 (based on 49,973,861 shares of the Issuer’s Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer for the quarter ended September 30, 2020). 

 

 

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.

 

 

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.

 

Dated:  February  16, 2021

HARRY S. STERN
/s/ Harry S. Stern
Harry S. Stern, individually
SCOTT J. SELIGMAN 1993 LONG TERM IRREVOCABLE
DYNASTY TRUST
/s/ Harry S. Stern
Harry S. Stern
Title:  Trustee

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Sterling Bancorp, Inc.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 16, 2021.

HARRY S. STERN
/s/ Harry S. Stern
Harry S. Stern, individually
SCOTT J. SELIGMAN 1993 LONG TERM IRREVOCABLE
DYNASTY TRUST
/s/ Harry S. Stern
Harry S. Stern
Title:  Trustee