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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Infinity Energy Resources, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45663L403
(CUSIP Number)
Thomas J. Press
Amegy Bank National Association
4400 Post Oak Parkway
Houston, Texas 77027
713-232-1761
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 15, 2015
(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 §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 persons 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).
CUSIP No. 45663L403 | 13D | Page 1 of 6 |
1 | NAMES OF REPORTING PERSONS
Amegy Bank National Association | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,591,250 (1) | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
5,591,250 (1) | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING P ERSON
5,591,250 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8% (2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BK |
(1) | The aggregate amount of Common Stock held by the Reporting Person has not changed since the Reporting Person filed that certain Amendment No. 1 to Schedule 13D with the SEC on December 31, 2013. |
(2) | The aggregate amount of Common Stock held by the Reporting Person has not changed since the Reporting Person filed that certain Amendment No. 1 to Schedule 13D with the SEC on December 31, 2013. However, based upon 26,866,938 shares of Common Stock outstanding as of May 15, 2015 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed with the SEC on May 15, 2015, the percentage of Common Stock held by the Reporting Person decreased from 22.3% to 20.8%. |
CUSIP No. 45663L403 | 13D | Page 2 of 6 |
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) is being filed to amend the Schedule 13D filed by the Reporting Person (as defined below) with the Securities and Exchange Commission (the SEC) on February 22, 2013, as amended by that certain Amendment No. 1 to Schedule 13D filed by the Reporting Person with the SEC on December 31, 2013 (as amended, the Schedule 13D), with respect to the common stock, par value $0.0001 per share (the Common Stock), of Infinity Energy Resources, Inc., a Delaware corporation (the Issuer). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 2. Identity and Background
Schedule 1 is amended and restated in the form attached to this Amendment No. 2 as Schedule 1.
Item 5. Interest in Securities of the Issuer
Item 5(a) is amended and restated in its entirety to read as follows:
(a) As of the date of the filing of this Schedule 13D, the Reporting Person is the beneficial owner of 5,591,250 shares of Common Stock, which in the aggregate represents approximately 20.8% of the outstanding shares of Common Stock. This percentage amount is calculated based upon 26,866,938 shares of Common Stock outstanding as of May 15, 2015 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed with SEC on May 15, 2015.
The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person.
Except as indicated in this Item 5 or as set forth below, the Reporting Person does not own beneficially, or have any right to acquire, directly or indirectly, any shares of Common Stock.
CUSIP No. 45663L403 | 13D | Page 3 of 6 |
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.
June 19, 2015
AMEGY BANK NATIONAL ASSOCIATION | ||
By: | /s/ Thomas J. Press | |
Thomas J. Press, | ||
Executive Vice President & General Counsel |
CUSIP No. 45663L403 | 13D | Page 4 of 6 |
Schedule 1
EXECUTIVE OFFICERS, DIRECTORS, AND CONTROLLING PERSONS
OF
AMEGY BANK NATIONAL ASSOCIATION
The name and present principal address of each executive officer and director of Amegy Bank National Association, each person controlling Amegy Bank National Association, and each executive officer and director of any corporation or other person ultimately in control of Amegy Bank National Association are set forth below. Unless otherwise noted, the business address for each person listed below as an officer or director of Amegy Bank National Association is c/o Amegy Corporation, 4400 Post Oak Parkway, Houston, Texas 77027, and the business address for each person listed below as an officer or director of Zions Bancorporation is c/o Zions Bancorporation, One South Main Street, 15th Floor, Salt Lake City, Utah 84133-1109. All executive officers, directors, and controlling persons listed are United States citizens.
Name and Business Address (if applicable) |
Principal Occupation and Principal Business (if applicable) | |
Amegy Bank National Association | ||
Directors | ||
Harris H. Simmons |
President and Chief Executive Officer Zions Bancorporation | |
Scott J. McLean |
Chairman Amegy Bank N.A. | |
Steven D. Stephens |
President and Chief Executive Officer Amegy Bank N.A. | |
Walter E. Johnson |
Senior Chairman Amegy Bank N.A. | |
Randall E. Meyer |
Executive Vice President and Chief Financial Officer Amegy Bank N.A. | |
J. David Heaney |
Chairman Heaney Rosenthal, Inc. | |
Kirbyjon H. Caldwell |
Pastor Windsor Village United Methodist Church | |
Fred R. Lummis |
Chairman Platform Partners, LLC | |
Christopher J. Pappas |
Chairman Pappas Restaurants, Inc. | |
Officers | ||
Scott J. McLean |
Chairman | |
Steven D. Stephens |
President and Chief Executive Officer Amegy Bank N.A. | |
Walter E. Johnson |
Senior Chairman | |
Lane Ward |
Vice-Chairman | |
David McGee |
President and Chief Executive Officer San Antonio Region | |
Kirk Wiginton |
President and Chief Executive Officer Dallas Region | |
Laif Afseth |
Executive Vice President, Executive Director, Corporate C&I Lending | |
Joseph Argue, III |
Executive Vice President, Chief Lending Officer | |
Randall E. Meyer |
Executive Vice President, Chief Financial Officer | |
Mary Murray |
Executive Vice President, Executor Director of Corporate Services | |
Alicia Blaszak |
Executive Vice President, Human Resources Director | |
Deborah Gibson |
Executive Vice President, Trust Division Manager | |
Mark Harris |
Executive Vice President, Commercial Lending Manager |
CUSIP No. 45663L403 | 13D | Page 5 of 6 |
Mike Stanberry |
Executive Vice President, Chief Credit Officer | |
Dave Stevenson |
Executive Vice President, Executive Director, Private & Community Banking | |
Jill Vaughan |
Executive Vice President, Executive Director, Regional Commercial | |
Suzette W. Jones |
Executive Vice President, Manager, Trusts and Investments | |
Barbara Vilutis |
Executive Vice President, Manager, Wealth Mgmt & Stratetic Relationships | |
A. Stephen Kennedy |
Executive Vice President, Senior Energy Lending Manager | |
Marylyn Manis-Hassanein |
Executive Vice President, Chief Operating Officer | |
Thomas J. Press |
Executive Vice President, General Counsel | |
Chuck Bowman |
Executive Vice President, Retail and Business Banking Div. Mgr. | |
T.J. Raguso |
Executive Vice President, International Banking Manager | |
George Marshall |
Executive Vice President, Real Estate Division Manager | |
Zions Bancorporation | ||
Directors | ||
Jerry C. Atkin |
Chairman and Chief Executive Officer Skywest Airlines, St. George, Utah | |
John Erickson |
Retired, former Vice Chairman Union Bank, California | |
Patricia Frobes |
Retired, former Senior Vice President The Irvine Company, Portland, Oregon | |
Suren K. Gupta |
Executive Vice President of Technology and Strategic Ventures Allstate Insurance Co. | |
J. David Heaney |
Chairman Heaney Rosenthal, Inc., Houston, Texas | |
Vivian S. Lee |
Senior Vice President of Health Sciences at the University of Utah, Dean of the Universitys School of Medicine, and CEO of University of Utah Health Care | |
Edward Murphy |
Retired, former Executive Vice President of the Federal Reserve Bank of New York | |
Roger B. Porter |
IBM Professor of Business and Government, Harvard University, Cambridge, Massachusetts | |
Stephen D. Quinn |
Retired, former Managing Director and General Partner, Goldman Sachs & Co. New Canaan, Connecticut | |
Harris Simmons |
Chairman, President and Chief Executive Officer Zions Bancorporation and Chairman of the Board of Zions First National Bank, Salt Lake City, Utah | |
L. E. Simmons |
President SCF Partners, LP, Houston, Texas | |
Shelley Thomas Williams |
Communications Consultant, Sun Valley, Idaho | |
Steven C. Wheelwright |
President Brigham Young University-Hawaii, Laie, Hawaii | |
Officers | ||
Harris H. Simmons |
Chairman of the Board, President and Chief Executive Officer | |
Bruce K. Alexander |
Executive Vice President, Colorado Administration | |
A. Scott Anderson |
Executive Vice President, Utah Administration | |
David E. Blackford |
Executive Vice President, California Administration | |
Paul E. Burdiss |
Executive Vice President & Chief Financial Official | |
Joseph L. Reilly |
Executive Vice President, Technology and Operations Systems | |
Julie Castle |
Executive Vice President, Wealth Management |
CUSIP No. 45663L403 | 13D | Page 6 of 6 |
Thomas E. Laursen |
Executive Vice President, General Counsel | |
Keith D. Maio |
Executive Vice President, Chief Banking Officer | |
Michael Morris |
Executive Vice President, Chief Credit Officer | |
W. David Hemingway |
Executive Vice President, Capital Markets & Investments | |
Dallas E. Haun |
Executive Vice President, Nevada Administration | |
Dianne R. James |
Executive Vice President, Human Resources | |
LeeAnne B. Linderman |
Executive Vice President, Retail Banking | |
Scott J. McLean |
President and Chief Operating Officer | |
Steven D. Stephens |
President and Chief Executive Officer, Texas Administration | |
Stanley D. Savage |
Executive Vice President, Washington Administration | |
Edward P. Schreiber |
Executive Vice President, Chief Risk Officer | |
Mark R. Young |
Executive Vice President & Chief Financial Officer National Bank of Arizona |
Amegy Bank National Association is 100% owned by Amegy Corporation, a Texas corporation, at the address of Amegy Corporation c/o Corporation Service Company d/b/a CSC-Lawyers Inco, 211 E. 7th Street, Suite 620, Austin, Texas 78701, which is 100% owned by Zions Bancorporation, a Utah corporation, at the address of One South Main Street, 15th Floor, Salt Lake City, Utah 84133-1109.