0000899243-19-025197.txt : 20191007 0000899243-19-025197.hdr.sgml : 20191007 20191007173029 ACCESSION NUMBER: 0000899243-19-025197 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191001 FILED AS OF DATE: 20191007 DATE AS OF CHANGE: 20191007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cronin Gregory E. CENTRAL INDEX KEY: 0001789955 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15375 FILM NUMBER: 191141522 MAIL ADDRESS: STREET 1: 521 MAIN STREET CITY: PHILADELPHIA STATE: MS ZIP: 39350 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS HOLDING CO /MS/ CENTRAL INDEX KEY: 0001075706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640666512 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P O BOX 209 CITY: PHILADELPHIA STATE: MS ZIP: 39350 BUSINESS PHONE: 6016564692 MAIL ADDRESS: STREET 1: P O BOX 209 CITY: PHILADELPHIA STATE: MS ZIP: 39350 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-10-01 0 0001075706 CITIZENS HOLDING CO /MS/ CIZN 0001789955 Cronin Gregory E. 521 MAIN STREET PHILADELPHIA MS 39350 1 1 0 0 Gulf Cost President Common Stock 6897 D Prior to the effective time of the Merger (defined below), the Reporting Person was the beneficial owner of 17,500 shares (the "Charter Shares") of common stock of Charter Bank, a Mississippi banking corporation ("Charter"). At the effective time of the merger ("Merger") contemplated by that certain Agreement and Plan of Merger, dated as of May 21, 2019 (the "Merger Agreement"), by and between Citizens Holding Company ("Citizens"), The Citizens Bank of Philadelphia and Charter, and pursuant to the Merger Agreement, each share of Charter common stock owned by the Reporting Person was converted into the right to receive $3.615 in cash and 0.39417 shares of Citizens' common stock (collectively, the "Merger Consideration"). Accordingly, following the exchange of the Charter Shares for the Merger Consideration, the Reporting Person will be the beneficial owner of 6,897 shares of Citizens common stock. Power of Attorney is attached to this Form 3 as Exhibit 24. /s/ Gregory E. Cronin 2019-10-07 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert T. Smith, Phillip Brach, Jackie Prester and Andrew
Yonchak or either of them signing singly, and with full power of substitution,
as the undersigned's true and lawful attorney-in-fact (each, individually, an
"Attorney-in-Fact" and collectively, the "Attorneys-in- Fact") to:

     (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as a director and/or an officer of Citizens Holding Company, a
Mississippi corporation (the "Company"), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations of the United States Securities and Exchange
Commission (the "SEC") thereunder;

     (2)   do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, including filing and applying for and updating any accession, CCC, and CIK
filing codes (including filing SEC Form ID (or any similar form)), completing
and executing any amendment or amendments thereto, and timely filing any such
form with the SEC and any stock exchange or similar regulatory authority; and

     (3)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such Attorney-in-Fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such Attorney- in-Fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such Attorney-in-Fact may approve in
such Attorney-in-Fact's discretion.

     The undersigned hereby grants to each such Attorney-in-Fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such Attorney-in-Fact, or such
Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing Attorneys-in-Fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing Attorneys-in-Fact.

     This Power of Attorney revokes any currently existing power of attorney
solely to the extent any such currently existing power of attorney gives the
agent(s) designated therein the power or authority to do or perform any act or
thing in the exercise of any of the rights and powers herein granted.  This
Power of Attorney shall not be revoked by any subsequent power of attorney I may
execute, unless such subsequent power specifically refers to this Power of
Attorney or specifically states that the instrument is intended to revoke all
prior powers of attorney.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of September, 2019.


                                    /s/ Gregory E. Cronin
                                    --------------------------
                                    GREGORY E. CRONIN