UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Corning Natural Gas Corporation |
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(Name of Issuer) |
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Common Stock, $5.00 par value per share |
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(Title of Class of Securities) |
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219381100 |
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(CUSIP Number) |
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Deborah J. McLean Nixon Peabody LLP 1300 Clinton Square Rochester, New York 14604 Telephone: 585-263-1307 |
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(Name, Address and Telephone Number of Person Authorized |
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September 28, 2012 |
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(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 Sections 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 Section 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 the 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. 219381100 ___________________________________________________ Page 2 |
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NAME OF REPORTING PERSONS |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |
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SEC USE ONLY |
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SOURCE OF FUNDS PF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER 432,289 shares |
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SHARED VOTING POWER |
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SOLE DISPOSITIVE POWER 432,289 shares |
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SHARED DISPOSITIVE POWER 7,660 shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 439,949 shares* |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.82%* |
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TYPE OF REPORTING PERSON IN |
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* Consists of 409,949 shares and currently exercisable stock options to purchase 30,000 shares of the common stock, based on 2,220,271 shares of common stock outstanding as of September 28, 2012, plus the shares issuable upon exercise of the options.
CUSIP No. 219381100________________________SCHEDULE 13D____________________________ Page 3
Item 1. Security and Issuer.
This Amendment No. 5 to Schedule 13D relates to shares of the common stock of Corning Natural Gas Corporation ("Corning Gas"), a New York corporation with offices at 330 West William Street, Corning, New York 14830.
Item 2. Identity and Background.
This Amendment No. 5 to Schedule 13D is filed by Michael I. German, President and Chief Executive Officer of Corning Gas, who has a business address of 330 West William Street, Corning, New York 14830.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented as follows:
From time to time, Mr. German, directly and indirectly, has acquired shares of Corning Gas common stock through the exercise of compensatory stock options and through rights to acquire such stock issued to shareholders generally. In connection with a common stock subscription rights offering by Corning Gas of one right for each eight shares of common stock held of record as of July 2, 2012, Mr. German, directly and indirectly, exercised rights and oversubscription rights to purchase 32,778 shares at $15.75 per share.
Item 5. Interest in Securities of the Issuer
(a) Mr. German beneficially owns 439,949 shares of the common stock of Corning Gas (including currently exercisable options to purchase 30,000 shares) constituting 19.82% of the outstanding shares based on 2,220,271 shares of common stock outstanding as of September 28, 2012, plus the shares issuable upon exercise of the options. Of those, 7,660 shares are owned by Mr. German's son, as to which he disclaims beneficial ownership.
(b) Mr. German has the sole power to vote and to dispose of 432,289 shares (including 30,000 options) owned by him individually. Mr. German disclaims shared power to vote and to dispose of 7,660 shares owned by his son.
(c) As of September 28, 2012, Mr. German directly and indirectly, exercised rights and oversubscription rights to purchase 32,778 shares at $15.75 per share.
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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Dated: October 12, 2012 |
/s/ Michael I. German |
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Michael I. German |
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