SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 8

to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ALTABANCORP

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

712706209

(CUSIP Number)

Dale O. Gunther	Blaine C. Gunther
856 East 700 North	75 East 1010 North
American Fork, UT 84003	American Fork, UT 84003
(801) 592-1826	(801) 234-9620

The address for all other Reporting Persons is:

Marcus J. Williams

Buchalter APC

1000 Wilshire Blvd., Suite 1500

Los Angeles, CA 90017

(213) 891-5088

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

September 30, 2021

(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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(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 §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 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).  

SCHEDULE 13D

Explanatory Note: This Amendment No. 8 (“Amendment”) to the beneficial ownership report on Schedule 13D filed on June 10, 2020 (“Schedule 13D”) amends and supplements certain information set forth in the Schedule 13D. The Schedule 13D has previously been amended by Amendment No. 1 (July 22, 2020), Amendment No. 2 (January 14, 2021), Amendment No. 3 (January 15, 2021), Amendment No. 4 (January 27, 2021), Amendment No. 5 (February 1, 2021), Amendment No. 6 (March 15, 2021) and Amendment No. 7 (May 19, 2021). References herein to the Schedule 13D describe the initial filing as so amended. The Schedule 13D relates to shares of common stock of Altabancorp, a Utah corporation and a registered bank holding company, beneficially owned by the reporting persons identified in the Schedule 13D. Except as set forth herein, this Amendment does not modify any information previously set forth in the Schedule 13D. Capitalized terms used herein and not defined have the meanings assigned thereto in the Schedule 13D. The purpose of this Amendment is to disclose certain recent developments identified in Item 4 and Item 6 and to file an additional document as an exhibit pursuant to Item 7.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended to add the following paragraph as the final paragraph of such Item.

The Reporting Persons anticipate that the Issuer and Glacier will consummate the transactions contemplated by the Merger Agreement on or about October 1, 2021. In facilitation of the Merger and acting pursuant to the Voting Agreement, the Reporting Persons granted to the Issuer’s corporate secretary a proxy to permit the voting of the Bound Shares in favor of the Merger and the transactions contemplated thereby (other than the advisory proposal regarding “golden parachute” compensation arrangements, as to which the Bound Shares abstained).

The Voting Agreement terminated on the date the Merger was approved by the Issuer’s shareholders, subsequent to which the Issuer reimbursed the Reporting Persons for certain fees and expenses incurred in connection with their compliance with laws and regulations applicable to their ownership of the Issuer’s common stock and their communications with the parties and the other shareholders.

The Shareholder Agreement was amended by Amendment No. 1 to Shareholder Agreement in the form attached as Exhibit 99.12, which amendment became effective upon consummation of the Merger, whereupon the Shareholder Agreement (as so amended) will apply only to shares of common stock of Glacier held by the Reporting Persons from time to time. The Reporting Persons will beneficially own less than five percent (5%) of the voting securities of the surviving corporation and will not be required to file, and after the Merger will not file, beneficial ownership reports relating to their beneficial ownership of Glacier securities.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The final textual paragraph set forth in Item 4 of this Amendment No. 8 is incorporated herein as the last paragraph of Item 6 of the Schedule 13D.

Item 7. Material to be Filed as Exhibits

Exhibit		Description
99.12			Amended and Restated Voting Agreement dated September 30, 2021†
24.1			Form of Power of Attorney*
	* †		Previously Filed. Filed Herewith.

2

SIGNATURES

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.

Dated: September 30, 2021

DALE O. GUNTHER
/s/ Dale O. Gunther
Dale O. Gunther
DRG PARTNERS, LLC
/s/ Dale O. Gunther
Name:	Dale O. Gunther
Title:	Manager
THE RASPBERRY TRUST
/s/ Matthew O. Cleary
Name:	Matthew O. Cleary
Title:	Trustee

3

GUNTHER LEGACY TRUST
/s/ Chantel Gunther
Name:	Chantel Gunther
Title:	Trustee
/s/ W. Bruce Miller
Name:	W. Bruce Miller
Title:	Trustee
/s/ Brett D. Christiansen
Name:	Brett D. Christiansen
Title:	Trustee
/s/ Holli Gunther
Name:	Holli Gunther
Title:	Trustee
/s/ Christian Gunther
Name:	Christian Gunther
Title:	Trustee
/s/ Orrin Porter Rockwell
Name:	Orrin Porter Rockwell
Title:	Trustee
/s/ Ryan Thompson
Name:	Ryan Thompson
Title:	Trustee
RUSSELL GUNTHER
/s/ Russell Gunther
Russell Gunther
JACOB GUNTHER
/s/ Jacob Gunther
Jacob Gunther
HUDSON GUNTHER
/s/ Hudson Gunther
Hudson Gunther
KIMBALL GUNTHER
/s/ Kimball Gunther
Kimball Gunther

4

THE MARY G. MILLER REVOCABLE TRUST
/s/ Mary G. Miller
Name:	Mary G. Miller
Title:	Trustee
/s/ W. Bruce Miller
Name:	W. Bruce Miller
Title:	Trustee
DERECK GUNTHER MILLER
/s/ Dereck Gunther Miller
Dereck Gunther Miller
THE BRETT AND SUSAN CHRISTIANSEN FAMILY TRUST
/s/ Brett David Christiansen
Name: Brett David Christiansen
Title:	Trustee
/s/ Susan Gunther Christiansen
Name:	Susan Gunther Christiansen
Title:	Trustee
CHRISTOPHER BRETT CHRISTIANSEN
/s/ Christopher Brett Christiansen
Christopher Brett Christiansen
BRUCE O. GUNTHER
/s/ Bruce O. Gunther
Bruce O. Gunther
JULIE MARIE ROCKWELL
/s/ Julie Marie Rockwell
Julie Marie Rockwell
RUTH ANN GUNTHER THOMPSON
/s/ Ruth Ann Gunther Thompson
Ruth Ann Gunther Thompson

5

THE PAUL GUNTHER FAMILY LLC
/s/ Paul Gunther
Name:	Paul Gunther
Title:	Managing Member
/s/ Lynda C. Gunther
Name:	Lynda C. Gunther
Title:	Managing Member
JANELLE GUNTHER
/s/ Janelle Gunther
Janelle Gunther
JORDAN GUNTHER
/s/ Jordan Gunther
Jordan Gunther
JENESSA GUNTHER
/s/ Jenessa Gunther
Jenessa Gunther
JILENNE GUNTHER
/s/ Jilenne Gunther
Jilenne Gunther
JUSTUS ROBERT GUNTHER
/s/ Justus Robert Gunther
Justus Robert Gunther
JESSE OMEGA GUNTHER
/s/ Jesse Omega Gunther
Jesse Omega Gunther

JANSEN ORVILLE GUNTHER

 /s/ Jansen Orville Gunther

Jansen Orville Gunther

6

JULIA KELSEY GUNTHER
/s/ Julia Kelsey Gunther
Julia Kelsey Gunther
THE PAUL AND MIRIAM THOMAS FAMILY LLC
/s/ Paul Y. Thomas
Name:	Paul Y. Thomas
Title:	Managing Member
/s/ Miriam G. Thomas
Name:	Miriam G. Thomas
Title:	Managing Member
HETS, LLC
/s/ Eric Neal Sabourin
Name:	Eric Neal Sabourin
Title:	Manager
/s/ Heather Thomas-Sabourin
Name:	Heather Thomas-Sabourin
Title:	Manager

BLAINE GUNTHER INVESTMENTS, L.C.
/s/ Blaine C. Gunther
Name:	Blaine C. Gunther
Title:	Member
/s/ Linda Gunther
Name:	Linda Gunther
Title:	Member
/s/ Kristin Gunther Howard
Name:	Kristin Gunther Howard
Title:	Member
/s/ Jonathan Blaine Gunther
Name:	Jonathan Blain Gunther
Title:	Member
/s/ Anne Marie Gunther
Name:	Anne Marie Gunther
Title:	Member
BLAINE C. GUNTHER TRUST
/s/ Blaine C. Gunther
Name:	Blaine C. Gunther
Title:	Trustee

7

THE JOHN W. HOWARD II AND KRISTIN G. HOWARD TRUST FBO HOWARD FAMILY TRUST U/A JAN. 3, 2002
/s/ John W. Howard II
Name:	John W. Howard II
Title:	Trustee
/s/ Kristin G. Howard
Name:	Kristin G. Howard
Title:	Trustee
JONATHAN BLAINE GUNTHER
/s/ Jonathan Blaine Gunther
Jonathan Blaine Gunther
THE LIVING TRUST OF JONATHAN BLAINE GUNTHER AND LISA PETERSEN GUNTHER
/s/ Jonathan Blaine Gunther
Name:	Jonathan Blaine Gunther
Title:	Trustee
/s/ Lisa Petersen Gunther
Name:	Lisa Petersen Gunther
Title:	Trustee

ANNE MARIE GUNTHER
/s/ Anne Marie Gunther
Anne Marie Gunther
GUNTHER HOLDING COMPANY L.C.
/s/ Dean Gunther
Name:	Dean Gunther
Title:	Manager

8

THE GUNTHER FAMILY TRUST
/s/ Dean Gunther
Name:	Dean Gunther
Title:	Trustee
/s/ Deana Gunther
Name:	Deana Gunther
Title:	Trustee
DEBRA GUNTHER HOLLEY
/s/ Debra Gunther Holley
Debra Gunther Holley
STEPHEN H. HOLLEY
/s/ Stephen H. Holley
Stephen H. Holley
RUPRECHT & CO., L.L.C.
/s/ Stephen H. Holley
Name:	Stephen H. Holley
Title:	Member-Manager
/s/ Debra Gunther Holley
Name:	Debra Gunther Holley
Title:	Member-Manager

THE NEWBOLD FAMILY TRUST
/s/ Jace Tyler Newbold
Name:	Jace Tyler Newbold
Title:	Trustee
/s/ Rebecca Holley Newbold
Name:	Rebecca Holley Newbold
Title:	Trustee
STEPHEN MARK HOLLEY
/s/ Stephen Mark Holley
Stephen Mark Holley

9

BENJAMIN HOLLEY

 /s/ Benjamin Holley

Benjamin Holley

ANDREA HOLLEY

 /s/ Andrea Holley

Andrea Holley

10

EX-99.12

Exhibit 99.12

FIRST AMENDMENT TO

SHAREHOLDER AGREEMENT

This First Amendment to Shareholder Agreement (this “Amendment”) is entered on September 29, 2021 by and among the undersigned.

Recitals

A.       The undersigned Shareholders are party to that certain Shareholder Agreement that became effective on June 10, 2020 (the “Shareholder Agreement”).

B.       The Shareholders entered into the Shareholder Agreement to facilitate communication among the Shareholders party thereto with respect to their investment in the Company and to facilitate positive interaction and communication with its Board.

C.       The Company, together with its subsidiary Altabank, entered into that certain Plan and Agreement of Merger dated May 18, 2021, with Glacier Bancorp, Inc. (“Glacier”) and its subsidiary Glacier Bank (“Merger Agreement”).

D.       Pursuant to the Merger Agreement, the Company will merge into Glacier with Glacier as the surviving corporation and the Shareholders automatically becoming shareholders of Glacier common stock as more fully described therein (“Merger Transaction”).

E.       In anticipation of, and effective upon the consummation of, the Merger Transaction, the Shareholders wish to amend the Shareholder Agreement in accordance with the terms and conditions set forth herein. Except as expressly set forth herein, the Shareholder Agreement shall remain in full force and effect in accordance with its terms.

Agreement

NOW THEREFORE, in consideration of the foregoing premises, and the mutual agreements set forth below, the undersigned hereby agree as follows:

1.       Capitalized Terms. Capitalized terms not defined herein shall have the meaning given them in the Shareholder Agreement.

2.       Designated Representatives. The Shareholder Agreement is hereby amended to the extent necessary such that the Designated Representatives shall be: (i) Dale Gunther, (ii) Blaine Gunther, (iii) Paul Gunther, (iv) Jonathan Gunther and (v) Jansen Gunther. Except as set forth herein, the provisions of the Shareholder Agreement governing the succession of Designated Representatives shall remain unchanged.

3.       Shareholder Agreement Post-Merger.

(a)       Effectiveness of Shareholder Agreement. The Shareholder Agreement is hereby amended as of the effective time of the Merger Transaction and to the extent necessary such that, upon the consummation of the Merger Transaction, the Shareholder Agreement shall remain in full force and effect with Glacier as the Company and the Shareholders as owners of Glacier common stock.

(b)       Rule 13(d) Reporting Requirement. The Shareholder Agreement is hereby amended to acknowledge that, upon consummation of and after giving effect to the Merger Transaction, the Shareholders parties hereto will be owners of approximately 4.2% of Glacier common stock and shall therefore no longer have reporting requirements under the Exchange Act by virtue of the Shareholder Agreement.

4.       Membership. The Shareholder Agreement is hereby amended to the extent necessary such that: (i) the undersigned parties to this Amendment shall each be a Shareholder under the Shareholder Agreement and benefited by and subject to its terms and conditions; and (ii) the original parties to the Shareholder Agreement that are not undersigned parties to this Amendment shall each be withdrawn from and no longer party to the Shareholder Agreement. Following the Merger Transaction, members of the Gunther family that are owners of Glacier common stock but not party to the Shareholder Agreement may become a party hereto by the mutual written agreement of such person and the undersigned Shareholders.

5.       Term. Section 10 of the Shareholder Agreement is deleted in its entirety and replaced as follows: The Shareholder Agreement is hereby amended to the extent necessary such that it shall not terminate until such time that there are less than two Shareholders that are parties thereto. Any Party to the Shareholder Agreement may withdraw from and terminate its rights and obligations under thereto on seven (7) days’ prior written notice to a Designated Representative; provided, however, that such Person shall remain obligated for the payment in full of any unpaid assessment made pursuant to Section 3(d) above.

6.       Further Deletions. The following sections of the Shareholder Agreement are hereby deleted in their entirety: (i) the last sentence of Section 3(a); (ii) the last sentence of Section 5; (iii) the last sentence of Section 6(c); and (iv) the penultimate sentence of Section 8.

7.       Miscellaneous.

(a)       Full Force and Effect. This Amendment shall be binding upon and insure to the benefit of the undersigned Shareholders. Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. If any provision of the Shareholder Agreement is in conflict with any provision of this Amendment, this Amendment shall control.

(b)       Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[signatures to follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed effective as of the day and year first above written.

DRG PARTNERS, LLC
By:	/s/ Dale O. Gunther
Name:	Dale O. Gunther
Title:	Manager
THE RASPBERRY TRUST
By:	/s/ Dale O. Gunther
Name:	Dale O. Gunther
Title:	Authorized Agent
THE GUNTHER LEGACY TRUST
By:	/s/ Orrin Porter Rockwell
Name:	Orrin Porter Rockwell
Title:	Trustee
DALE O. GUNTHER
/s/ Dale O. Gunther
RUSSELL GUNTHER
/s/ Russell Gunther
JACOB GUNTHER
/s/ Jacob Gunther
HUDSON GUNTHER
/s/ Hudson Gunther
KIMBALL GUNTHER
/s/ Kimball Gunther

THE MARY G. MILLER REVOCABLE TRUST
By:	/s/ Mary G. Miller
Name:	Mary G. Miller
Title:	Trustee
THE BRETT AND SUSAN CHRISTIANSEN FAMILY TRUST
By:	/s/ Brett and Susan Christiansen
Name:	Brett and Susan Christiansen
Title:	Trustee
CHRISTOPHER BRETT CHRISTIANSEN
/s/ Christopher Brett Christiansen
P.H. GUNTHER FAMILY TRUST
By:	/s/ Philip H. Gunther
Name:	Philip H. Gunther
Title:	Trustee
BRUCE O. GUNTHER
/s/ Bruce O. Gunther
JULIE MARIE ROCKWELL
/s/ Julie Marie Rockwell
RUTH ANN GUNTHER THOMPSON
/s/ Ruth and Gunther Thompson
THE PAUL GUNTHER FAMILY LLC
By:	/s/ Paul Gunther
Name:	Paul Gunther
Title:	Manager

JANELLE GUNTHER
/s/ Janelle Gunther
JORDAN GUNTHER
/s/ Jordan Gunther
JENESSA GUNTHER
/s/ Jenessa Gunther
JILENNE GUNTHER
/s/ Jilenne Gunther
JUSTUS ROBERT GUNTHER
/s/ Justus Robert Gunther
JESSE OMEGA GUNTHER
/s/ Jesse Omega Gunther
JANSEN ORVILLE GUNTHER
/s/ Jansen Orville Gunther
JULIA KELSEY GUNTHER
/s/ Julia Kelsey Gunther
THE PAUL AND MIRIAM THOMAS FAMILY LLC
By:	/s/ Miriam G. Thomas
Name:	Miriam G. Thomas
Title:	Trustee

HETS LLC
By:	/s/ Heather Thomas-Sabourin
Name:	Heather Thomas-Sabourin
Title:	Trustee
GRETCHEN THOMAS PETERSON
/s/ Gretchen Thomas Peterson
RYAN THOMAS
/s/ Ryan Thomas
BLAINE C. GUNTHER INVESTMENTS, L.C.
By:	/s/ Blaine Gunther
Name:	Blaine Gunther
Title:	Member
THE BLAINE C. GUNTHER TRUST
By:	/s/ Blaine Gunther
Name:	Blaine Gunther
Title:	Trustee
THE JOHN W. HOWARD II AND KRISTIN G. HOWARD TRUST FBO HOWARD FAMILY TRUST U/A JAN. 3, 2002
By:	/s/ Kristin G. Howard
Name:	Kristin G. Howard
Title:	Trustee
KRISTIN GUNTHER HOWARD
/s/ Kristin Gunther Howard

THE LIVING TRUST OF JONATHAN BLAINE GUNTHER AND LISA PETERSEN GUNTHER
By:	/s/ Jon Gunther
Name:	Jon Gunther
Title:	Trustee
JONATHAN BLAINE GUNTHER
/s/ Jonathan Blaine Gunther
ANNE MARIE GUNTHER
/s/ Anne Marie Gunther
SCOTT BRINTON GUNTHER
/s/ Scott Brinton Gunther
GUNTHER HOLDING COMPANY LLC
By:	/s/ Dean Gunther
Name:	Dean Gunther
Title:	Member
THE GUNTHER FAMILY TRUST
By:	/s/ Dean Gunther
Name:	Dean Gunther
Title:	Trustee
SCHUMACHER FAMILY REVOCABLE TRUST
By:	/s/ Robert J. Schumacher
Name:	Robert J. Schumacher
Title:	Trustee
FIX FAMILY TRUST
By:	/s/ Katherine G. Fix
Name:	Katherine G. Fix
Title:	Trustee

KARIN GUNTHER MECHAM
/s/ Karin Gunther Mecham
BRIAN MECHAM
/s/ Brian Mecham
JILL GUNTHER
/s/ Jill Gunther
JST FAMILY TRUST
By:	/s/ Shari Trexter
Name:	Shari Trexter
Title:	Trustee
STEPHEN MARK HOLLEY
/s/ Stephen Mark Holley
BENJAMIN HOLLEY
/s/ Benjamin Holley
ANDREA HOLLEY
/s/ Andrea Holley