UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 2

 

 

FIRST CITIZENS BANCSHARES, INC.

(Name of Issuer)

CLASS A COMMON STOCK, $1.00 PAR VALUE

(Title of Class of Securities)

31946M-10-3

(CUSIP Number)

William R. Lathan, Jr.

Ward and Smith, P.A.

1001 College Court

New Bern, North Carolina 28562

(252) 672-5400

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

October 1, 2014

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

 

*	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).

 

 

 

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SCHEDULE 13D

 

CUSIP No. 31946M-10-3		Page 2 of 19 Pages

 

1		NAME OF REPORTING PERSONS   FRANK B. HOLDING
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; AF
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   718,674
				8		SHARED VOTING POWER   1,031,386
				9		SOLE DISPOSITIVE POWER   718,674
				10		SHARED DISPOSITIVE POWER   1,031,386
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,750,060
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  x
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   15.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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SCHEDULE 13D

 

CUSIP No. 31946M-10-3		Page 3 of 19 Pages

 

1		NAME OF REPORTING PERSONS   ELLA ANN L. HOLDING
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; AF
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 of America
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,031,386
				8		SHARED VOTING POWER   -0-
				9		SOLE DISPOSITIVE POWER   1,031,386
				10		SHARED DISPOSITIVE POWER   -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,031,386
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  x
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.4%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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SCHEDULE 13D

 

CUSIP No. 31946M-10-3		Page 4 of 19 Pages

 

1		NAME OF REPORTING PERSONS   FRANK B. HOLDING, JR.
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; AF
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   297,961
				8		SHARED VOTING POWER   102,887
				9		SOLE DISPOSITIVE POWER   297,961
				10		SHARED DISPOSITIVE POWER   102,887
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   400,848
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   x
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.6%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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SCHEDULE 13D

 

CUSIP No. 31946M-10-3		Page 5 of 19 Pages

 

1		NAME OF REPORTING PERSONS   HOPE H. BRYANT
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; AF
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   293,647
				8		SHARED VOTING POWER   255,777
				9		SOLE DISPOSITIVE POWER   293,647
				10		SHARED DISPOSITIVE POWER   255,777
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   549,424
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  x
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.0%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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SCHEDULE 13D

 

CUSIP No. 31946M-10-3		Page 6 of 19 Pages

 

1		NAME OF REPORTING PERSONS   OLIVIA B. HOLDING
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; AF
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   421,252
				8		SHARED VOTING POWER   88,468
				9		SOLE DISPOSITIVE POWER   421,252
				10		SHARED DISPOSITIVE POWER   88,468
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   509,720
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  x
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.6%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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SCHEDULE 13D

 

CUSIP No. 31946M-10-3		Page 7 of 19 Pages

 

1		NAME OF REPORTING PERSONS   CLAIRE H. BRISTOW
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; AF
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   211,488
				8		SHARED VOTING POWER   105,480
				9		SOLE DISPOSITIVE POWER   211,488
				10		SHARED DISPOSITIVE POWER   105,480
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   316,968
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  x
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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SCHEDULE 13D

 

CUSIP No. 31946M-10-3		Page 8 of 19 Pages

 

1		NAME OF REPORTING PERSONS   CARSON H. BRICE
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; AF
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   214,075
				8		SHARED VOTING POWER   -0-
				9		SOLE DISPOSITIVE POWER   214,075
				10		SHARED DISPOSITIVE POWER   -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   214,075
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  x
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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This Amendment No. 2 to Schedule 13D is filed to report changes in the reporting persons’ beneficial ownership of the Class A Common Stock of the Issuer, First Citizens BancShares, Inc., resulting from their receipt of additional shares of that stock in connection with the merger, effective October 1, 2014, of First Citizens Bancorporation, Inc. (“Bancorp”) into and with the Issuer and in exchange for shares of Bancorporation’s common stock held by them at the time of the merger.

 

Item 1.

Security and Issuer.

This Statement relates to the Class A Common Stock, $1 par value per share (“Class A Common Stock”), of First Citizens BancShares, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 4300 Six Forks Road, Raleigh, North Carolina 27609.

 

Item 2.

Identity and Background.

This statement is filed jointly by Frank B. Holding and his spouse, Ella Ann L. Holding, and their five adult children, Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow, and Carson H. Brice. The Reporting Persons are members of the same family, but each of them disclaims membership in a group. Their addresses are as follows:

 

Name		Address		Principal Occupation
Frank B. Holding		P.O. Box 1377 Smithfield, NC 27577		Retired; former Executive Vice Chairman and director of the Issuer and its subsidiary
Ella Ann L. Holding		P.O. Box 1377 Smithfield, NC 27577		Community Volunteer
Frank B. Holding, Jr.		4300 Six Forks Road Raleigh, NC 27609		Chairman and Chief Executive Officer of the Issuer and its subsidiary
Hope H. Bryant		4300 Six Forks Road Raleigh, NC 27609		Vice Chairman and Corporate Sales Executive of the Issuer and its subsidiary
Olivia B. Holding		P.O. Box 1352 Smithfield, NC 27577		Business manager
Claire H. Bristow		4300 Six Forks Road Raleigh, NC 27609		Commercial interior designer
Carson H. Brice		P. O. Box 1352 Smithfield, NC 27577		Community Volunteer

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor have any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of the Reporting Persons is a citizen of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Each of the Reporting Persons, and certain of the other individuals and entities listed in Item 5 below whose shares of Class A Common Stock may be deemed to be beneficially owned by one or more of the Reporting Persons, also was a shareholder of First Citizens Bancorporation, Inc. (“Bancorp”) which was merged into and with the Issuer effective October 1, 2014 (the “Merger”). In connection with the Merger, each of Bancorp’s shareholders became entitled to receive four shares of Class A Common Stock and $50.00 in cash for each of their shares of Bancorp common stock, unless they elected instead to receive 3.58 shares of Class A Common Stock and 0.42 shares of the Issuer’s Class B Common Stock which is a separate class of stock. Each of the Reporting Persons and those other individuals and entities that held Bancorp common stock are receiving Class A Common Stock and cash for each of their Bancorp shares. The additional shares of Class A Common Stock received by them in connection with the Merger are described in this Schedule 13D/A.

 

Page 9 of 19

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The shares of the Issuer’s Class A Common Stock previously held individually by Frank B. Holding and Ella Ann L. Holding were acquired with their personal funds. The shares previously held individually by Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow and Carson H. Brice were acquired primarily through gifts from their parents, Frank B. Holding and Ella Ann L. Holding, and in part with their personal funds, and shares previously held by their children were acquired through gifts from them and Frank B. Holding and Ella Ann L. Holding. Shares previously held by the various entities listed in the tables below were acquired by those entities with their separate funds or, in the case of the two charitable foundations, contributions by Frank B. Holding and Ella Ann L. Holding.

 

Item 4.

Purpose of the Transaction.

The additional shares of Class A Common Stock acquired by the Reporting Persons and other named individuals and entities were received in the Merger in exchange for their respective shares of Bancorp common stock. Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristow’s spouse, Peter M. Bristow, serve as executive officers and directors of the Issuer and, therefore, participate with the Issuer’s management and Board of Directors in the making of policy, and the consideration of and taking of action on significant corporate events, involving the Issuer. Until April 29, 2014, Frank B. Holding served as Executive Vice Chairman and a director of the Issuer. However, shares of Class A Common Stock beneficially owned by each of them and by each of the other individuals and entities named in the tables below are held as described below for investment purposes.

 

Item 5.

Interest in Securities of the Issuer.

The following tables list shares of the Issuer’s Class A Common Stock as to which each of the Reporting Persons may be considered to have sole or shared voting and/or dispositive power as of the filing date of this Schedule 13D/A, and the percentage of the outstanding shares of the Issuer’s Class A Common Stock represented by the shares listed for each Reporting Person. In the aggregate, the reporting persons may be considered to beneficially own 3,587,960 shares of Class A Common Stock, or approximately 32.6% of the outstanding shares of that class. Other entities in which certain of the Reporting Persons are shareholders and serve as directors hold 341,963 shares of Class A Common Stock, or approximately 3.1% of the outstanding shares of the class. The Reporting Persons disclaim voting and dispositive power with respect to the shares held by those other entities. In addition to the shares of Class A Common Stock described in the tables below, the Reporting Persons may be considered to beneficially own, in the aggregate, approximately 69.8% of the outstanding shares of the Issuer’s Class B Common Stock, and other entities in which certain of the Reporting Persons are shareholders and serve as directors hold approximately 2.3% of the outstanding shares of that class. The Reporting Persons disclaim voting and dispositive power with respect to the shares held by those other entities.

All percentages of outstanding shares of Class A Common Stock and Class B Common Stock listed in this Schedule 13D/A are calculated based on the assumption that all of Bancorp’s shareholders will receive four shares of Class A Common Stock and cash in the Merger for their shares of Bancorp common stock and that no former shareholders of Bancorp will elect to instead receive a combination of 3.58 shares of Class A Common Stock and 0.42 shares of Class B Common Stock. Each of the Reporting Persons and the other listed individuals and entities that held Bancorp common stock are receiving Class A Common Stock and cash for each of their Bancorp shares. However, each other shareholder’s election may be made on or before December 5, 2014, and the exact numbers of outstanding shares of Class A Common Stock and Class B Common Stock following the Merger will depend on those other shareholders’ elections and will not be known until the election deadline has passed. To the extent that other former Bancorp shareholders elect to receive the combination of Class A Common Stock and Class B Common Stock for their Bancorp shares, the number of outstanding shares of Class A Common Stock following the Merger will be lower than the 11,023,462 shares assumed for purposes of the calculations in this Schedule 13D/A, and the percentages of outstanding Class A Common Stock beneficially owned by each of the Reporting Persons will be higher.

 

Page 10 of 19

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Frank B. Holding. Mr. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 1,750,060 shares of Class A Common Stock, amounting to 15.9% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i) by Mr. Holding individually or in trusts, and (ii) by his spouse individually or in trusts.

 

		Shares Previously Held				Shares Acquired in Merger				Total Shares Held				Voting Power								Dispositive Power
Holder of Shares														Sole				Shared				Sole				Shared
Frank B Holding			635,990				25,684				661,674				661,674	(1)			-0-				661,674	(1)			-0-
Frank B. Holding Revocable Trust			-0-				7,400				7,400				7,400	(1)			-0-				7,400	(1)			-0-
Frank B. Holding Grantor Retained Annuity Trust			-0-				49,600				49,600				49,600				-0-				49,600				-0-
By spouse (2)			-0-				176,956				176,956				-0-				176,956				-0-				176,956
Ella Ann Holding Revocable Trust (2)			325,089				484				325,573				-0-				325,573				-0-				325,573
Ella Ann Holding Grantor Retained Annuity Trust (2)			357,261				171,596				528,857				-0-				528,857				-0-				528,857
Total			1,318,340				431,720				1,750,060				718,674				1,031,386				718,674				1,031,386

 

(1)	Two of Mr. Holding’s adult children, Frank B. Holding, Jr. and Olivia B. Holding, are attorneys-in-fact for Mr. Holding and act as co-trustees of his revocable trust. As a result, they may be considered to have shared voting and dispositive power with respect to these shares.

(2)

All shares are held separately by Mr. Holding’s spouse and by her as trustee of her trusts. While Mr. Holding may be considered to have shared voting and dispositive power with respect to the shares because of their spousal relationship, he has no such actual power. He disclaims beneficial ownership of the shares held by his spouse and her trusts, and this Schedule 13D/A shall not be construed as an admission that Mr. Holding is the beneficial owner of those shares.

Mr. Holding and his spouse each receives, or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by them, respectively. The distribution of dividends and sale proceeds from shares held by the trusts are determined based on the terms of the governing instruments of the trusts.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mr. Holding nor any of the other holders of shares listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above, and a transfer of 325,089 shares to a revocable trust by Mr. Holding’s spouse.

Mr. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

 

(a)

shares listed in the table above which are held by his spouse or her trusts, and shares listed in the other Reporting Persons’ tables below which are held by or for Mr. Holding’s adult children and their spouses and children;

 

(b)

an aggregate of 83,743 shares previously reported as beneficially owned by Mr. Holding which are held by two charitable foundations and by certain companies of which Mr. Holding and/or his spouse have equity interests, but of which Mr. Holding no longer serves as a director or officer as follows: Robert P. Holding Foundation – 64,480 shares; Ella Ann and Frank B; Holding Foundation – 3,231 shares; Holding Properties, LLC – 2,675 shares; E&F Properties, Inc. – 827 shares; and Twin States Farming, Inc. – 12,530 shares; and

 

Page 11 of 19

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(c)

an aggregate of 516,432 shares held by certain other corporations of which Mr. Holding and/or his spouse are shareholders but in which neither of them serves as a director or officer as follows: Southern BancShares (N.C.), Inc., Mt. Olive, N.C., and its wholly owned bank subsidiary - 241,963 shares; Fidelity BancShares (N.C.), Inc., Fuquay-Varina, N.C. – 100,000 shares; and Yadkin Valley Company and its subsidiary –174,469 shares.

Ella Ann L. Holding. Mrs. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 1,031,386 shares of Class A Common Stock, amounting to 9.4% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger).

 

Holder of Shares		Shares Previously Held				Shares Acquired in Merger				Total Shares Held				Voting Power								Dispositive Power
														Sole				Shared				Sole				Shared
Ella Ann L. Holding (1)			-0-				176,956				176,956				176,956				-0-				176,956				-0-
Ella Ann Holding Revocable Trust (1)			325,089				484				325,573				325,573				-0-				325,573				-0-
Ella Ann Holding Grantor Retained Annuity Trust (1)			357,261				171,596				528,857				528,857				-0-				528,857				-0-
Total			682,350				349,036				1,031,386				1,031,386				-0-				1,031,386				-0-

 

(1)

All shares also are listed in the table above for Mrs. Holding’s spouse, Frank B. Holding. However, all shares are held separately by Mrs. Holding and by her as trustee of her trusts. While Mr. Holding may be considered to have shared voting and dispositive power with respect to the shares because of their spousal relationship, Mr. Holding has no such actual power and disclaims voting and dispositive power with respect to the shares.

Mrs. Holding receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her individually. The distribution of dividends and sale proceeds from shares held by the trusts are determined based on the terms of the governing instruments of the trusts.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mrs. Holding nor any of her trusts listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above, and a transfer by Mrs. Holding of 325,089 shares to her revocable trust.

Mrs. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

 

(a)

shares listed in the other Reporting Persons’ tables above and below which are held by or for Mrs. Holding’s spouse and her adult children and their spouses and children;

 

(b)

an aggregate of 83,743 shares previously reported as beneficially owned by Mrs. Holding’s spouse, Frank B. Holding, which are held by two charitable foundations and by certain companies of which Mrs. Holding and/or her spouse have equity interests, but of which her spouse no longer serves as a director or officer as follows: Robert P. Holding Foundation – 64,480 shares; Ella Ann and Frank B; Holding Foundation – 3,231 shares; Holding Properties, LLC – 2,675 shares; E&F Properties, Inc. – 827 shares; Twin States Farming, Inc. – 12,530 shares; and

 

(c)

an aggregate of 516,432 shares held by certain other corporations of which Mrs. Holding and/or her spouse are shareholders but in which neither of them serves as a director or officer as follows: Southern BancShares (N.C.), Inc., Mt. Olive, N.C., and its wholly owned bank subsidiary — 241,963 shares; Fidelity BancShares (N.C.), Inc., Fuquay-Varina, N.C. – 100,000 shares; and Yadkin Valley Company and its subsidiary – 174,469 shares.

 

Page 12 of 19

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Frank B. Holding, Jr. Mr. Holding, Jr. is, or may be deemed to be, the beneficial owner of an aggregate of 400,848 shares of Class A Common Stock, amounting to 3.6% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i) by Mr. Holding, Jr. individually and as beneficiary of a trust, (ii) by his spouse and children, and by him as custodian for his children, (iii) by him as co-trustee of a revocable trust for the benefit of his father, Frank B. Holding, and (iv) by two charitable foundations of which he serves as an officer and director and, as a result, may be considered to have shared voting and investment power.

 

Holder of Shares		Shares Previously Held				Shares Acquired in Merger				Total Shares Held				Voting Power								Dispositive Power
														Sole				Shared				Sole				Shared
Frank B Holding, Jr.			144,719				105,352				250,071				250,071				-0-				250,071				-0-
As beneficiary of trust			5,400				5,740				11,140				11,140				-0-				11,140				-0-
By spouse			5,625				2,620				8,245				-0-				8,245				-0-				8,245
By daughter			3,225				7,908				11,133				-0-				11,133				-0-				11,133
As custodian for daughter			1,644				17,756				19,400				19,400				-0-				19,400				-0-
By son			490				7,908				8,398				-0-				8,398				-0-				8,398
As custodian for son			974				16,376				17,350				17,350				-0-				17,350				-0-
As Co-Trustee			-0-				7,400				7,400				-0-				7,400				-0-				7,400
Robert P. Holding Foundation (1)			45,788				18,692				64,480				-0-				64,480				-0-				64,480
Ella Ann and Frank B. Holding Foundation (1)			2,091				1,140				3,231				-0-				3,231				-0-				3,231
Total			209,956				190,892				400,848				297,961				102,887				297,961				102,887

 

(1)

Each Foundation is a charitable foundation organized as a non-profit corporation under Section 501(c)(3) of the Internal Revenue Code. Mr. Holding, Jr. serves as an officer and one of five directors of each of the Foundations and, as a result, may be considered to have shared voting and/or dispositive power with respect to shares held by the Foundations.

In addition to the shares listed in the table above, Mr. Holding, Jr. has been appointed as one of two attorneys-in-fact for his father, Frank B. Holding, and, as a result, he may be considered to have shared voting and dispositive power with respect to the total of 711,274 additional shares held by Frank B. Holding individually and through his grantor retained annuity trust. Those shares are not listed in Mr. Holding, Jr.‘s table or included in his percentage above.

Mr. Holding, Jr. receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by him individually or as a trust beneficiary, and his spouse and children receive or have the power to direct the receipt of dividends and sale proceeds from shares held by each of them individually. Mr. Holding, Jr., for the benefit of his children, receives or has the power to direct the receipt of dividends and sale proceeds from the shares held by him as custodian. The distribution of dividends and sale proceeds from shares held by Mr. Holding, Jr. as co-trustee is determined based on the terms of the governing instruments of the trust. The Foundations listed above receive, or their management has the power to direct the receipt of, dividends and sale proceeds from the shares they hold.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mr. Holding, Jr. nor any of the other holders of shares listed in the table above purchased or sold any shares, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

 

Page 13 of 19

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Mr. Holding, Jr. disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

 

(a)

an aggregate of 16,060 shares held by a family member as trustee of an irrevocable trust for the benefit of his son; and

 

(b)

an aggregate of 529,789 shares held by certain other corporations of which Mr. Holding and/or his spouse are shareholders but of which neither he nor his spouse serves as a director or officer as follows: Southern BancShares (N.C.), Inc., Mt. Olive, N.C., and its wholly-owned bank subsidiary – 241,963 shares; Fidelity BancShares (N.C.), Inc., Fuquay-Varina, N.C. – 100,000 shares; Yadkin Valley Company and its subsidiary – 174,469 shares; Twin States Farming, Inc. – 12,530 shares; and E&F Properties, Inc. – 827 shares.

Hope H. Bryant. Ms. Bryant is, or may be deemed to be, the beneficial owner of an aggregate of 549,424 shares of Class A Common Stock, amounting to 5.0% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i) by Ms. Bryant individually and as beneficiary of a trust, (ii) by her as custodian for her children and as trustee for the benefit of others, (iii) by various trusts for which she directs the assets of the trusts, and (iv) by two charitable foundations and three other entities of which she serves as an officer and director and, as a result, may be considered to have shared voting and investment power.

 

		Shares Previously Held				Shares Acquired in Merger				Total Shares Held				Voting Power								Dispositive Power
Holder of Shares														Sole				Shared				Sole				Shared
Hope H. Bryant			121,380				90,212				211,592				211,592				-0-				211,592				-0-
As beneficiary of trust			5,320				5,452				10,772				10,772				-0-				10,772				-0-
As custodian for son			125				18,664				18,789				18,789				-0-				18,789				-0-
As custodian for son			455				15,708				16,163				16,163				-0-				16,163				-0-
As custodian for son			1,016				15,784				16,800				16,800				-0-				16,800				-0-
By son			-0-				80				80				-0-				80				-0-				80
By son			-0-				80				80				-0-				80				-0-				80
By step-son			-0-				80				80				-0-				80				-0-				80
As Trustee			552				-0-				552				552				-0-				552				-0-
As Trustee			1,425				-0-				1,425				1,425				-0-				1,425				-0-
As Trustee			4,756				11,304				16,060				16,060				-0-				16,060				-0-
Various Trusts (1)			890				604				1,494				1,494				-0-				1,494				-0-
Ella Ann and Frank B. Holding Foundation (2)			2,091				1,140				3,231				-0-				3,231				-0-				3,231
Robert P. Holding Foundation (2)			45,788				18,692				64,480				-0-				64,480				-0-				64,480
Yadkin Valley Company and subsidiary (3)			18,845				155,624				174,469				-0-				174,469				-0-				174,469
E&F Properties, Inc. (3)			627				200				827				-0-				827				-0-				827
Twin States Farming, Inc. (3)			8,214				4,316				12,530				-0-				12,530				-0-				12,530
Total			211,484				337,940				549,424				293,647				255,777				293,647				255,777

 

(1)	Includes two trusts of which Mrs. Bryant is not a trustee but has the power to vote shares held by the trusts.

(2)

Each Foundation is a charitable foundation organized as a non-profit corporation under Section 501(c)(3) of the Internal Revenue Code. Ms. Bryant serves as an officer and one of five directors of the Foundations and, as a result, may be considered to have shared voting and/or dispositive power with respect to shares held by the Foundations.

(3)	Ms. Bryant is a shareholder and serves as an officer and director of E&F Properties, Inc., Twin States Farming, Inc. and Yadkin Valley Company and, as a result, may be considered to have shared voting and/or dispositive power with respect to shares held by those entities.

 

Page 14 of 19

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Ms. Bryant and her children receive or have the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her, individually or as a trust beneficiary, and by her children, respectively. She, for the benefit of her children, receives or has the power to direct the receipt of dividends and sale proceeds from the shares held by her as custodian. The distribution of dividends and sale proceeds from shares held by Ms. Bryant as trustee is determined based on the terms of the governing instruments of those trusts. Each of the entities listed above receives, or its management has the power to direct the receipt of, dividends and sale proceeds from the shares it holds.

During the 60 days preceding the filing of this Schedule 13D/A, neither Ms. Bryant nor any of the other holders of shares listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

Ms. Bryant disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

 

(a)

an aggregate of 10,444 shares held by Ms. Bryant’s former spouse as custodian for their children; and

 

(b)

an aggregate of 341,963 shares held by other corporations of which Mrs. Bryant is a shareholder and a director as follows: Southern BancShares (N.C.), Inc., Mt. Olive, N.C., and its wholly-owned bank subsidiary – 241,963 shares, and Fidelity BancShares (N.C.), Inc., Fuquay-Varina, N.C. – 100,000 shares.

Olivia B. Holding. Ms. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 509,720 shares of Class A Common Stock, amounting to 4.6% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i) by Ms. Holding individually and as beneficiary of a trust, (ii) by her as trustee of a total of nine irrevocable trusts for the benefit of others, (iii) by her as co-trustee of a revocable trust for the benefit of her father, Frank B. Holding, and (iv) by two charitable foundations and four other entities of which she serves as manager or as an officer and director and, as a result, may be considered to have shared voting and investment power.

 

		Shares Previously Held				Shares Acquired in Merger				Total Shares Held				Voting Power								Dispositive Power
Holder of Shares														Sole				Shared				Sole				Shared
Olivia B. Holding			136,895				146,132				283,027				283,027				-0-				283,027				-0-
As beneficiary of trust			5,100				5,444				10,544				10,544				-0-				10,544				-0-
As Trustee of Irrevocable Trusts			49,254				432				49,686				49,686				-0-				49,686				-0-
As Co-Trustee			-0-				7,400				7,400				-0-				7,400				-0-				7,400
As Trustee			2,520				-0-				2,520				2,520				-0-				2,520				-0-
Robert P. Holding Foundation (1)			45,788				18,692				64,480				-0-				64,480				-0-				64,480
Ella Ann and Frank B. Holding Foundation (1)			2,091				1,140				3,231				-0-				3,231				-0-				3,231
Holding Properties, LLC (2)			1,675				1,000				2,675				2,675				-0-				2,675				-0-
E&F Properties, Inc. (2)			627				200				827				-0-				827				-0-				827
Twin States Farming, Inc. (2)			8,214				4,316				12,530				-0-				12,530				-0-				12,530
ECHB, LLC (2)			-0-				72,800				72,800				72,800				-0-				72,800				-0-
Total			252,164				257,556				509,720				421,252				88,468				421,252				88,468

 

(1)

Each Foundation is a charitable foundation organized as a non-profit corporation under Section 501(c)(3) of the Internal Revenue Code. Ms. Holding serves as an officer and one of five directors of each of the Foundations and, as a result, may be considered to have shared voting and/or dispositive power with respect to shares held by the Foundations.

(2)

Ms. Holding serves as Manager of Holding Properties, LLC and ECHB, LLC, and as an officer and director of E&F Properties, Inc. and Twin States Farming, Inc., and, as a result, may be considered to have sole voting and/or dispositive power with respect to shares held by those limited liability companies and shared voting and/or dispositive power with respect to shares held by those corporations.

 

Page 15 of 19

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In addition to the shares listed in the table above, Ms. Holding has been appointed as one of two attorneys-in-fact for her father, Frank B. Holding, and, as a result, she may be considered to have shared voting and investment authority with respect to the total of 711,274 additional shares held by him individually and through his grantor retained annuity trust. Those shares are not listed in Ms. Holding’s table or included in her percentage above.

Ms. Holding receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her individually or as a trust beneficiary. The distribution of dividends and sale proceeds from shares held by Ms. Holding as trustee or co-trustee is determined based on the terms of the governing instruments of those trusts. Each of the entities listed above receives, or their respective officers and directors or manager have the power to direct the receipt of, dividends and sale proceeds from the shares it holds.

During the 60 days preceding the filing of this Schedule 13D/A, neither Ms. Holding nor any of the other holders of shares listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

Ms. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

 

(a)

an aggregate of 241,963 shares held by a corporation, Southern BancShares (N.C.), Inc., Mt. Olive, N.C., and its wholly-owned bank subsidiary, of which Ms. Holding is a shareholder and a director; and

 

(b)

an aggregate of 274,469 shares held by certain other corporations of which Ms. Holding is a shareholder but does not serve as a director or officer as follows: Fidelity BancShares (N.C.), Inc., Fuquay-Varina, N.C. – 100,000 shares; and Yadkin Valley Company and its subsidiary – 174,469 shares.

Claire H. Bristow. Mrs. Bristow is, or may be deemed to be, the beneficial owner of an aggregate of 316,968 shares of Class A Common Stock, amounting to 2.9% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i) by Mrs. Bristow individually and as beneficiary of a trust, (ii) by her spouse individually and as custodian and trustee for the benefit of their children, (iii) by three limited liability companies managed by her spouse and beneficially owned by their children, (iv) and by various trusts for which her spouse directs the assets of the trusts.

 

		Shares Previously Held				Shares Acquired in Merger				Total Shares Held				Voting Power								Dispositive Power
Holder of Shares														Sole				Shared				Sole				Shared
Claire H. Bristow			92,862				101,764				194,626				194,626				-0-				194,626				-0-
As beneficiary of trust			5,410				5,448				10,858				10,858				-0-				10,858				-0-
By spouse (1)			125				6,332				6,457				-0-				6,457				-0-				6,457
By spouse as custodian for son (1)			549				10,096				10,645				-0-				10,645				-0-				10,645
By spouse as custodian for daughter (1)			549				10,004				10,533				-0-				10,553				-0-				10,553
By spouse as custodian for daughter (1)			549				9,848				10,397				-0-				10,397				-0-				10,397
By spouse as Trustee for son (1)(2)			14,641				4,400				19,041				-0-				19,041				-0-				19,041
By spouse as Trustee for daughter (1)(2)			14,641				4,400				19,041				-0-				19,041				-0-				19,041
By spouse as Trustee for daughter (1)(2)			14,641				4,400				19,041				-0-				19,041				-0-				19,041

 

Page 16 of 19

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		Shares Previously Held				Shares Acquired in Merger				Total Shares Held				Voting Power								Dispositive Power
Holder of Shares														Sole				Shared				Sole				Shared
By PMB Investments LLC (1)(3)			890				5,216				6,106				-0-				6,106				-0-				6,106
By CRB Investments LLC (1)(3)			390				1,764				2,154				-0-				2,154				-0-				2,154
By EHB Investments LLC (1)(3)			365				1,680				2,045				-0-				2,045				-0-				2,045
By Various Trusts (1)(4)			5,220				784				6,004				6,004				-0-				6,004				-0-
Total			150,832				166,136				316,968				211,488				105,480				211,488				105,480

 

(1)

All shares are held separately by Mrs. Bristow’s spouse and by him as custodian, trustee of trusts or manager of limited liability companies for the benefit of their children, or with voting power over shares held by other trusts. While Mrs. Holding may be considered to have shared voting and dispositive power with respect to the shares because of their spousal relationship, she has no such actual power. She disclaims beneficial ownership of the shares held by her spouse, and this Schedule 13D/A shall not be construed as an admission that Mrs. Holding is the beneficial owner of those shares.

(2)	In the case of each trust, Mrs. Bristow’s spouse serves as trustee and one of their children is the income beneficiary.

(3)	In the case of each limited liability company, Mrs. Bristow’s spouse serves as manager and one of their children is the majority owner.

(4)	Includes two trusts of which Mrs. Bristow’s spouse is not a trustee but has the power to vote shares held by the trusts.

Mrs. Bristow receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her individually or as a trust beneficiary. Mrs. Bristow’s spouse, for the benefit of their children, receives or has the power to direct the receipt of dividends and sale proceeds from the shares held by him as custodian. The distribution of dividends and sale proceeds from shares held by Mrs. Bristow’s spouse as trustee for their children, and by the limited liability companies, is determined by Mrs. Bristow’s spouse, as trustee or manager and are based on the terms of the governing instruments of those entities. The distribution of dividends and sale proceeds from various trusts where Mrs. Bristow’s spouse directs the assets of the trusts are determined by the trustees based on the terms of the governing instruments of the trusts.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mrs. Bristow nor any of the other holders of shares listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

Mrs. Bristow disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

 

(a)

3,231 shares held by the Ella Ann and Frank B. Holding Foundation of which Mrs. Bristow serves as one of five directors but not as an officer; and

 

(b)

an aggregate of 529,789 shares held by certain other corporations of which Mrs. Bristow and/or her spouse are shareholders but of which neither of them serves as a director or officer as follows: Southern BancShares (N.C.), Inc., Mt. Olive, N.C., and its wholly-owned bank subsidiary – 241,963 shares; Fidelity BancShares (N.C.), Inc., Fuquay-Varina, N.C. – 100,000 shares; Yadkin Valley Company and its subsidiary – 174,469 shares; Twin States Farming, Inc. – 12,530 shares; and E&F Properties, Inc. – 827 shares.

 

Page 17 of 19

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Carson H. Brice. Mrs. Brice is, or may be deemed to be, the beneficial owner of an aggregate of 214,075 shares of Class A Common Stock, amounting to 1.9% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i) by Mrs. Brice individually and as beneficiary of a trust, and (ii) by her as custodian for her children.

 

		Shares Previously Held				Shares Acquired in Merger				Total Shares Held				Voting Power								Dispositive Power
Holder of Shares														Sole				Shared				Sole				Shared
Carson H. Brice			89,440				104,428				193,868				193,868				-0-				193,868				-0-
As beneficiary of Trust			5,200				5,452				10,652				10,652				-0-				10,652				-0-
As custodian for son			325				3,260				3,585				3,585				-0-				3,585				-0-
As custodian for daughter			125				2,860				2,985				2,985				-0-				2,985				-0-
As custodian for daughter			125				2,860				2,985				2,985				-0-				2,985				-0-
Total			95,215				118,860				214,075				214,075				-0-				214,075				-0-

Mrs. Brice receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her individually or as a trust beneficiary. She receives or has the power to direct the receipt of dividends and sale proceeds, for the benefit of her children, from the shares held by her as custodian.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mrs. Brice nor any of the other holders of shares listed in the table above effected any transactions in Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

Mrs. Brice disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

 

(a)

an aggregate of 49,686 shares held by a family member as trustee of irrevocable trusts for the benefit of her children;

 

(b)

an aggregate of 67,711 shares held by the Robert P. Holding Foundation and the Ella Ann and Frank B. Holding Foundation, each of which Mrs. Brice serves as one of five directors but not as an officer; and

 

(c)

an aggregate of 602,589 shares held by certain entities of which Mrs. Brice and/or her spouse are shareholders but of which neither of them serves as a director, officer as follows: Southern BancShares (N.C.), Inc., Mt. Olive, N.C., and its wholly-owned bank subsidiary – 241,963 shares; Fidelity BancShares (N.C.), Inc., Fuquay-Varina, N.C. – 100,000 shares; and Yadkin Valley Company and its subsidiary – 174,469 shares; Twin States Farming, Inc. – 12,530 shares; E&F Properties, Inc. – 827 shares, and ECHB, LLC–72,800 shares.

 

Item 6.

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

None.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit		Description
A		Joint Filing Agreement

 

Page 18 of 19

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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.

October 14, 2014

 

 

Page 19 of 19