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
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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ALERUS FINANCIAL CORP (Name of Issuer) |
Common Stock, $1.00 par value per share (Title of Class of Securities) |
01446U103 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 01446U103 |
| 1 | Names of Reporting Persons
Alerus Financial Corp Employee Stock Ownership Plan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NORTH DAKOTA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,013,442.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
EP |
Comment for Type of Reporting Person: With respect to item (5) above, consists of shares allocated to the accounts of the Alerus Financial Corporation Employee Stock Ownership Plan ("ESOP") participants. Pursuant to the terms of the ESOP, these allocated shares are voted in accordance with the instructions of the individual participants on all matters requiring the vote of stockholders of Alerus Financial Corporation. If no voting instructions are received, the allocated shares are voted in a manner consistent with and proportionate to the voting instructions received from other participants.With respect to item (8) above, any decision to sell shares allocated to the account of an ESOP participant is made by the individual participant and then executed by the ESOP.With respect to item (11) above, based on 25,491,623 shares outstanding as of December 31, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ALERUS FINANCIAL CORP | |
| (b) | Address of issuer's principal executive offices:
401 DEMERS AVE, 401 DEMERS AVE, GRAND FORKS, NORTH DAKOTA, 58201. | |
| Item 2. | ||
| (a) | Name of person filing:
Alerus Financial Corporation Employee Stock Ownership Plan | |
| (b) | Address or principal business office or, if none, residence:
401 D
emers AvenueGrand Forks, North Dakota 58201 | |
| (c) | Citizenship:
The ESOP was formed under the laws of the State of North Dakota | |
| (d) | Title of class of securities:
Common Stock, $1.00 par value per share | |
| (e) | CUSIP No.:
01446U103 | |
| 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 Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,013,442 | |
| (b) | Percent of class:
7.90%Based on 25,491,623 shares outstanding as of December 31, 2024. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
2,013,442 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
2,013,442 | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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