1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Crites Patricia A | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
227,240 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
69,000 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
254,540 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
3.43%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
Item 1. | Security and Issuer |
The class of equity securities to which this Statement relates is the Common Stock, par value $2.50 per Share (The "Shares" or the "Common Stock"), of Summit Financial Group, Inc., a West Virginia corporation ("Summit"), whose principal executive office is at 300 North Main Street, Moorefield, WV 26836.
This constitutes Amendment No. 2 to the Statement on Sechedule 13D filed on January 10, 2012. |
Item 2. | Identity and Background |
(a) | Patricia A. Crites |
(b) | PO Box 867
Airport Road Petersburg, WV 26847 |
(c) | Patricia A. Crites is a principal sharesholder and Secretary of Allegheny Wood Products, Inc., a company engaged in the hardwood manufacturing and sales business. Allegheny Wood Products, Inc. is located at PO Box 867, Airport Road, Petersburg, WV 26847. |
(d) | During the last five years, Mrs. Crites has not been convicted in a criminal proceeding (excluding traffic violiations or similiar misdemeanors). |
(e) | Mrs. Crites has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is 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 violations with respect to such laws. |
(f) | United States |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
The source of funds for acquiring the Shares was personal funds of Mrs. Crites and her spouse. Some of the Shares were initially transferred to Mrs. Crites and her spouse by Allegheny Wood Products, Inc., a corporation owned solely by Mrs. Crites and her spouse. |
Item 4. |
Purpose
of Transaction
|
On October 31, 2011 Mrs. and Mr. Crites purchased 2,000 shares of Summit Financial Group, Inc. 8% Non-Cumulative Convertible Preferred Stock, Series 2011. Under the terms of the Series 2011 Preferred Stock, Mrs. and Mr. Crites have the right to convert the Series 2011 Preferred Stock on any dividend payment date, at their option, into shares of Common Stock based on a conversion rate determined by dividing $500 by $4.00. The dividend payment dates are March 1, June 1, September 1 and December 1 of each year (each "Dividend Payment Date”). Mrs. and Mr. Crites will be deemed to have beneficial ownership of 250,000 shares of Summit Common Stock on the date that is sixty days prior to each Dividend Payment Date. On March 1, 2012, Mrs. and Mr. Crites did not exercise, in whole or in part, their right to convert their Series 2011 Preferred Stock into shares of Common Stock. Accordingly, as of March 2, 2012, Mrs. and Mr. Crites were no longer deemed to have beneficial ownership of 250,000 shares of Common Stock.
Mrs. Crites has no intention of engaging in any plan or proposal which relates to or would result in any of the transactions described in Item 4 (a)-(j). |
(a) | Mrs. Crites does not have any present plans or proposals which relate to or would result in the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company. |
(b) | Mrs. Crites does not have any present plans or proposals which relate to or would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries. |
(c) | Mrs. Crites does not have any present plans or proposals which relate to or would result in a sale or transfer of a material amount of assets of the Company or any ot its subsidiaries. |
(d) | Mrs. Crites does not have any present plans or proposals which relate to or would result in any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any exitsting vacancies on the board. |
(e) | Mrs. Crites does not have any present plans or proposals which relate to or would result in any material change in the present capitalization or dividend policy of the Company. |
(f) | Mrs. Crites does not have any present plans or proposals which relate to or would result in any other material change in the Company's business or corporate structure. |
(g) | Mrs. Crites does not have any present plans or proposals which relate to or would result in changes in the Company's charter, by-laws, or other instruments. |
(h) | Mrs. Crites does not have any present plans or proposals which relate to or would result in corresponding Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. |
(i) | Mrs. Crites does not have any present plans or proposals which relate to or would result in a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. |
(j) | Mrs. Crites does not have any present plans or proposals which reate to or would result in any action similar to any of those enumerated above. |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | Mrs. Crites beneficially owns an aggregate of 254,540 Shares or 3.43% of Summit Stock. |
(b) | Mrs. Crites has sole voting and dispositive power over none of the Shares. She shares voting and dispositive power over 69,000 of the Shares with her husband, John Crites, which are held in six subtrusts created for the benefit of the Crites grandchildren for which Mrs. and Mr. Crites act as co-trustees as described in Item 6 below. Mrs. Crites disclaims and does not report beneficial ownership over 321,576 Shares over which Mr. Crites exercises sole voting and dispositive power, which includes 27,300 individually owned shares and 182,325 shares owned by The Patricia A. Crites 2010 Grantor Retained Annuity Trust, for which he is trustee and 111,951 shares of common stock owned by the Patricia A. Crites 2012 Grantor Retained Annuity Trust.
John Crites is a citizen of the United States and is a principal shareholder and Chairman of Allegheny Wood Products, Inc. a company engaged in the hardwood manufacturing and sales business. Allegheny Wood Products, Inc. is located at P.O. Box 867, Airport Road, Petersburg, WV 26847. Mrs. Crites also shares voting power over 158,240 of the Shares with her husband, John Crites, for the benefit of their grandchildren as described in Item 6 below. During the last five years, Mrs. Crites has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has Mrs. Crites been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoinging future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mrs. Crites is a citizen of the United States. |
(c) | On October 31, 2011 Mrs. Crites acquired 2,000 shares of the Series 2011 Preferred Stock. As described more fully in Item 6, below. Mrs. Crites has the right to convert some or all of these shares into a maximum of 250,000 shares of Summit Stock on each Dividend Payment Date. |
| Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) | In his capacity as aco-trustee of six of the eight subtrusts described in Item 6 below, Mr. Crites has the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of 69,000 Shares. The trustee of two of the subtrusts described in Item 6, below has the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of 158,240 of the Shares |
(e) | Not Applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
On March 30, 2009, Summit Financial Group, Inc. issued subordinated debt in the amount of $5,000,000 to Allegheny Wood Products, Inc. Under the terms of the subordinated debt, Summit
will pay the principal sum of $5,000,000 to Allegheny on March 31, 2019. Summit will pay interest on the subordinated debt at a rate of 10% per annum. The subordinated debt may be redeemed at Summit’s option on any interest payment date on or after April 1, 2014. Mrs. Crites and her spouse transferred a total of 227,240 shares to eight subtrusts created to support the future health, maintenance, and education of their grandchildren. Mrs. Crites and her spouse are co-trustees for six of the eight subtrusts and have also retained the power to vote the shares of all Summit stock owned by the eight subtrusts, including the two subtrusts for which they are not acting as co-trustees. On October 13, 2010 Mrs. Crites and her spouse transferred a total of 282,276 shares to The Patricia A. Crites 2010 Grantor Retained Annuity Trust for which Mr. Crites is the trustee. On October 31, 2011 Mrs. and Mr. Crites purchased 2,000 shares of Summit Financial Group, Inc. 8% Non-Cumulative Convertible Preferred Stock, Series 2011. The Series 2011 Preferred Stock does not have voting rights. Under the terms of the Series 2011 Preferred Stock, Mrs. and Mr. Crites have the right to convert the Series 2011 Preferred Stock on any dividend payment date, at their option, into shares of Common Stock based on a conversion rate determined by dividing $500 by $4.00. The dividend payment dates are March 1, June 1, September 1 and December 1 of each year (each "Dividend Payment Date"). Mrs. and Mr. Crites will be deemed to have beneficial ownership of 250,000 shares of Summit Common Stock on the date that is sixty days prior to each Dividend Payment Date. On or after June 1, 2014, the Company may at its option on any dividend payment date, convert some or all of the Series 2011 Preferred Stock into shares of Summit Common Stock at the then applicable conversion rate. Summit may exercise this conversion right if, for 20 trading days during the 30 consecutive trading dates immediately preceeding the date they give notice of conversion, the closing price of the Common Stock exceeds 135% of the greater of (i) $4.00 or (ii) the consolidated closing bid price of its Common Stock as quoted on the NASDAQ Capital Market immediately preceding the closing of the offering. Accordingly, on or after June 1, 2014, the Company may convert some or all of Mrs. and Mr. Crites shares into a maximum of 250,000 shares of Summit Common Stock. On January 24, 2012, the Patricia A. Crites 2010 Grantor Retained Annuity Trust distributed 99,951 shares of Summit common stock to Patricia A. Crites. On January 31, 2012, Mrs. Crites transferred these shares to the Patricia A. Crites 2012 Grantor Retained Annuity Trust, for which John W. Crites acts as trustee. On January 31, 2012, John W. Crites also transferred 12,000 shares of Summit common stock jointly owned by them to the Patricia A. Crites 2012 Grantor Retained Annuity Trust. |
Item 7. |
Material
to Be Filed as Exhibits
|
None |
Summit Financial Group | |||
March 15, 2012 | By: |
/s/
Teresa D. Ely | |
Lmtd POA Attorney-in-Fact | |||