1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,167,597
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,167,597
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,167,597
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,167,597
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,167,597
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,167,597
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,167,597
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,167,597
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 0
|
8. Shared Voting Power: 1,170,097
|
|
9. Sole Dispositive Power: 0
|
|
10. Shared Dispositive Power: 1,170,097
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
1.
|
Names of Reporting Persons:
|
2.
|
Check the Appropriate Box if a Member of a Group
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See instructions) Not applicable.
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Number of shares
Beneficially owned
By each reporting
Person with:
|
7. Sole Voting Power: 2,000
|
8. Shared Voting Power: 1,170,097
|
|
9. Sole Dispositive Power: 2,000
|
|
10. Shared Dispositive Power: 1,170,097
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
|
13.
|
Percent of Class Represented by Amount in Row (11):
|
14.
|
Type of Reporting Person (See Instructions):
|
(a)
|
The names of the persons filing this statement on Schedule 13D (the "Reporting Persons"), and the jurisdiction of organization of such Reporting Persons that are entities, are as follows:
|
(b)
|
The address of the principal business office of Robert L. Moody, Sr. is:
|
(c)
|
Robert L. Moody, Sr. is a retired principal executive officer of Issuer and Moody National Bank.
|
(d)
|
None of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
None of the Reporting Persons, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.
|
(a)
|
Robert L. Moody, Sr. beneficially owns 1,167,597 shares of Issuer's Class A Common Stock, representing 33.9% of such class. Such total includes one share owned by Mr. Moody's wife, Ann M. Moody, and 8,500 shares that are issuable upon the exercise of stock options that are either currently exercisable or that will become exercisable within sixty days of the filing of this Schedule 13D.
|
(b)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote:
|
(ii)
|
Shared power to vote or to direct the vote:
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
(c)
|
None.
|
(d)
|
Not applicable.
|
(e)
|
Not applicable.
|
Dated: June 13, 2016
|
|
Robert L. Moody, Sr.
|
|
By: Moody National Bank as Attorney-in-Fact
|
|
By: /s/ John B. Smith
|
|
John B. Smith, Executive Vice President and Senior Trust Officer
|
|
Moody National Bank
|
|
By: /s/ John B. Smith
|
|
John B. Smith, Executive Vice President and Senior Trust Officer
|
|
Moody Bancshares, Inc.
|
|
By: /s/ Victor R. Pierson
|
|
Victor R. Pierson, President
|
|
Moody Bank Holding Company
|
|
By: /s/ Victor R. Pierson
|
|
Victor R. Pierson, President
|
|
Three R Trusts
|
|
By: /s/ Irwin M. Herz, Jr.
|
|
Irwin M. Herz, Jr., Trustee
|
|
Irwin M. Herz, Jr.
|
|
/s/ Irwin M. Herz, Jr.
|
Dated: June 13, 2016
|
|
Robert L. Moody, Sr.
|
|
By: Moody National Bank as Attorney-in-Fact
|
|
By: /s/ John B. Smith
|
|
John B. Smith, Executive Vice President and Senior Trust Officer
|
|
Moody National Bank
|
|
By: /s/ John B. Smith
|
|
John B. Smith, Executive Vice President and Senior Trust Officer
|
|
Moody Bancshares, Inc.
|
|
By: /s/ Victor R. Pierson
|
|
Victor R. Pierson, President
|
|
Moody Bank Holding Company
|
|
By: /s/ Victor R. Pierson
|
|
Victor R. Pierson, President | |
Three R Trusts
|
|
By: /s/ Irwin M. Herz, Jr.
|
|
Irwin M. Herz, Jr., Trustee
|
|
Irwin M. Herz, Jr.
|
|
/s/ Irwin M. Herz, Jr.
|
____ (A) | Real property transactions; |
____ (B) | Tangible personal property transactions; |
____ (C) | Stock and bond transactions; |
____ (D) | Commodity and option transactions; |
____ (E) | Banking and other financial institution transactions; |
____ (F) | Business operating transactions; |
____ (G) | Insurance and annuity transactions; |
____ (H) | Estate, trust, and other beneficiary transactions; |
____ (I) | Claims and litigation; |
____ (J) | Personal and family maintenance; |
____ (K) | Benefits from social security, Medicare, Medicaid, or other governmental programs or civil or military service; |
____ (L) | Retirement plan transactions; |
____ (M) | Tax matters; |
RLM (N) | ALL OF THE POWERS LISTED IN (A) THROUGH (M). YOU DO NOT HAVE TO INITIAL THE LINE IN FRONT OF ANY OTHER POWER IF YOU INITIAL LINE (N). |
(1) | act in good faith; |
(2) | do nothing beyond the authority granted in this power of attorney; |
(3) | act loyally for the principal's benefit; |
(4) | avoid conflicts that would impair your ability to act in the principal's best interest; and |
(5) | disclose your identity as an agent or attorney in fact when you act for the principal by writing or printing the name of the principal and signing your own name as "agent" or "attorney in fact" in the following manner: |
(1) | maintain records of each action taken or decision made on behalf of the principal; |
(2) | maintain all records until delivered to the principal, released by the principal, or discharged by a court; and |
(3) | if requested by the principal, provide an accounting to the principal that, unless otherwise directed by the principal or otherwise provided in the Special Instructions, must include: |
(A) | the property belonging to the principal that has come to your knowledge or into your possession; |
(B) | each action taken or decision made by you as agent or attorney in fact; |
(C) | a complete account of receipts, disbursements, and other actions of you as agent or attorney in fact that includes the source and nature of each receipt, disbursement, or action, with receipts of principal and income shown separately; |
(D) | a listing of all property over which you have exercised control that includes an adequate description of each asset and the asset's current value, if known to you; |
(E) | the cash balance on hand and the name and location of the depository at which the cash balance is kept; |
(F) | each known liability; |
(G) | any other information and facts known to you as necessary for a full and definite understanding of the exact condition of the property belonging to the principal; and |
(H) | all documentation regarding the principal's property. |
(1) | the principal's death; |
(2) | the principal's revocation of this power of attorney or your authority; |
(3) | the occurrence of a termination event stated in this power of attorney; |
(4) | if you are married to the principal, the dissolution of your marriage by court decree of divorce or annulment; |
(5) | the appointment and qualification of a permanent guardian of the principal's estate; or |
(6) | if ordered by a court, the suspension of this power of attorney on the appointment and qualification of a temporary guardian until the date the term of the temporary guardian expires. |