8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2015

Summit Financial Group, Inc.

(Exact name of registrant as specified in its charter)

West Virginia	0-16587	55-0672148
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

300 North Main Street, Moorefield, West Virginia 26836

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (304) 530-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.02.Unregistered Sales of Equity Securities

As previously disclosed, on August 22, 2014, Summit Financial Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Castle Creek Capital Partners V, LP (“Castle Creek”). Pursuant to the Purchase Agreement, following the satisfaction or waiver of the conditions set forth in the Purchase Agreement, Castle Creek agreed to acquire in a private placement (the “Private Placement”) shares of common stock of the Company (“Common Stock”) in an amount that is expected to approximate 9.9% of the outstanding Common Stock of the Company following consummation of the Private Placement at the price of $9.75 per share. The Private Placement consists of two closings.

On November 25, 2014, the Company consummated the first closing for the sale of 819,384 shares of Common Stock to Castle Creek under the terms of the Purchase Agreement at $9.75 per share or $7,988,994. On March 17, 2015, the Company consummated the second closing for the sale of 237,753 shares of Common Stock to Castle Creek under the terms of the Purchase Agreement at $9.75 per share or $2,318,092. Each of the sales under the First Closing and the Second Closing was completed in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D Rule 506, as a transaction by an issuer not involving a public offering.

Certain investments discussed above involve the sale of securities in private transactions that were not registered under the Securities Act of 1933, as amended, and will be subject to the resale restrictions under the Securities Act. Such securities may not be offered or sold absent registration or an applicable exemption from registration. This current report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The written materials described above and other documents filed by the Company with the SEC will be available free of charge from the SEC’s website at www.sec.gov. In addition, free copies of these documents may also be obtained by directing a written request to: Corporate Secretary, Summit Financial Group, Inc., 300 North Main Street, Moorefield, West Virginia 26836.

Forward-Looking Statements

Certain statements contained in this current report on Form 8-K that are not historical facts may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,” “will,” “should,” “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements including, among others, any failure to satisfy all closing conditions for the transactions discussed herein and any resulting inability to complete the issuance and sale of shares of Common Stock in the manner intended

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ITEM 7.01. Regulation FD Disclosure

On March 17, 2015, the Company issued a press release announcing the second closing of the Private Placement and disclosing certain related matters. A copy of that press release is attached hereto as Exhibit 99.1 and furnished herewith.

The information set forth in Item 3.02 concerning the sale of the Company’s shares of Common Stock to Castle Creek pursuant to the terms of the Purchase Agreement is incorporated herein by reference.

ITEM 8.01. Other Events.

The Company and Castle Creek amended Section 5.8(a) of the Purchase Agreement by that certain First Amendment to Securities Purchase Agreement, dated March 16, 2015, to (i) conform the maximum ownership percentage covenant with certain commitments made by Castle Creek and certain of Castle Creek’s affiliates to the Board of Governors of the Federal Reserve System and (ii) clarify how the purchase price at the second closing under the Purchase Agreement in the sale of 237,753 shares of Common Stock to Castle Creek was to be paid by Castle Creek.

ITEM 9.01.Financial Statements and Exhibits

(d)Exhibits. The following exhibits are filed or furnished herewith as part of this Current Report on Form 8-K:

Exhibit Number	Description of Exhibit
10.1	Securities Purchase Agreement, dated as of August 22, 2014, by and between Summit Financial Group, Inc. and Castle Creek Capital Partners V, LP, incorporated into this filing by reference to Exhibit 10.1 to the Form 8-K dated and filed on August 25, 2014.
10.2	First Amendment to Securities Purchase Agreement, dated as of March 16, 2015, by and between Summit Financial Group, Inc. and Castle Creek Capital Partners V, LP.
99.1	Press Release issued March 17, 2015 announcing the second closing of the Private Placement and the certain related matters.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUMMIT FINANCIAL GROUP, INC
Date:    March 18, 2015	By: /s/ H. Charles Maddy, III
	H. Charles Maddy, III
	President and Chief Executive Officer

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EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

This First Amendment to Securities Purchase Agreement, dated as of March 16, 2015 (this “Amendment”), is entered into by and between Summit Financial Group, Inc., a West Virginia corporation (the “Company”), and Castle Creek Capital Partners V, LP, a Delaware limited partnership (the “Investor”).

RECITALS:

A.The Company and Investor entered into that certain Securities Purchase Agreement (the “Agreement”) on August 22, 2014 whereby Company agreed to sell to Investor, and Investor agreed to purchase from the Company, the securities described therein.

B.The parties seek to amend the Agreement to bring it into alignment with certain commitments made by the Company, Investor and certain of Investor’s Affiliates in the Passivity Commitments and Anti-Association Representations of Castle Creek Partners V, LP Relating to Summit Financial Group, Inc. delivered to the Board of Governors of the Federal Reserve System.

C.The parties seek to address certain provisions in the Agreement that are triggered by the Company’s recent declaration of a common stock dividend.

NOW, THEREFORE, in consideration of the premises and mutual promises set forth herein, the parties, intending to be legally bound, agree as follows:

1.Definitions. For the purposes of this Amendment, all capitalized terms used in this Amendment that are not defined herein shall have the meanings ascribed to such terms in the Agreement.

2.Amendment. Section 5.8(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(a)Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall take any action (including any redemption, repurchase, or recapitalization of Common Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata proportion), that would reasonably be expected to pose a substantial risk that the Investor’s ownership of any class of Voting securities of the Company (together with the ownership by Investor’s Affiliates (as such term is used under the BHC Act) of Voting securities of the Company) would exceed 9.99% of such class after the First Closing Date or the Second Closing Date, in each case without the prior written consent of Investor or such person, or to increase to an amount that would constitute “control” under the BHC Act, the Change of Bank Control Act of 1978, as amended (the “CBCA”) or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause Investor to “control” the Company under and for purposes of the BHC Act, the CBCA or any rules

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or regulations promulgated thereunder (or any successor provisions). In the event the Company breaches its obligations under this Section 5.8(a) or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.”

3.Second Closing Payment. On February 26, 2015, the Company’s board of directors declared a dividend payable to its common shareholders in an amount equal to $0.08 per share and set a record date of March 16, 2015 (the “Declared Record Date”) for such dividend. The Declared Record Date is prior to the Second Closing Date and in order to comply with Section 5.4(b) of the Agreement, the Company has agreed to reduce the cash proceeds that must be delivered by the Investor to the Company for the purchase of the Common Stock at the Second Closing (the “Second Closing Shares”) to reflect the necessary adjustment contemplated in the Agreement for the deemed dividend to Investor with respect to the Second Closing Shares, which amounts to $19,020.24. The Purchase Price will not be adjusted. At the Second Closing, Investor will deliver a cash amount to the Company in the amount of $2,299,071.51.

4.Enforceable Documents. Except as modified herein, the parties agree that all terms and conditions of the Agreement are and shall remain in full force and effect.

5.Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

6.Applicable Law. This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles.

7.Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original Amendment for all purposes. Signatures of the parties transmitted by facsimile or electronically shall be deemed to be their original signatures for all purposes.

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.

SUMMIT FINANCIAL GROUP, INC.

By:    /s/ H. Charles Maddy, III

Name:    H. Charles Maddy, III

Title:    President and Chief Executive Officer

CASTLE CREEK CAPITAL PARTNERS V, LP

By:    /s/ David Volk

Name:    David Volk

Title:    Principal

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EX-99.1

EXHIBIT 99.1

FOR RELEASE 4:00 PM ET, March 17, 2015

Contact:Robert S. Tissue, Senior Vice-President & Chief Financial Officer

Telephone:(304) 530-0552

Email:rtissue@summitfgi.com

SUMMIT FINANCIAL GROUP, INC. ANNOUNCES COMPLETION OF 2ND CLOSING WITH CASTLE CREEK

MOOREFIELD, WV - March 17, 2015 (GLOBE NEWSWIRE) - As previously disclosed, on August 22, 2014, Summit Financial Group, Inc. (the “Company” or “Summit”) (NASDAQ: SMMF) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Castle Creek Capital Partners V, LP (“Castle Creek”). Pursuant to the Purchase Agreement, following the satisfaction or waiver of the conditions set forth in the Purchase Agreement, Castle Creek agreed to acquire in a private placement (the “Private Placement”) shares of common stock of the Company (“Common Stock”) in an amount that is expected to approximate 9.9% of the outstanding Common Stock of the Company following consummation of the Private Placement at the price of $9.75 per share. The Private Placement consisted of two closings.

On November 26, 2014, Summit completed the first closing contemplated under the Purchase Agreement whereby Castle Creek purchased 819,384 shares of Common Stock at an aggregate purchase price of $8.0 million.

Summit today announced that it has completed the second closing contemplated under the Purchase Agreement for the purchase of 237,753 additional shares of Common Stock at an aggregate purchase price of $2.3 million. Following the second closing, there are 10,685,094 shares of Common Stock outstanding.

The Company has also agreed under the terms of the Purchase Agreement to commence, following the second closing of the sale of Common Stock to Castle Creek under the Purchase Agreement, a rights offering (the “Rights Offering”) to the holders of record of the Common Stock as of a date selected by Summit’s Board of Directors. In the Rights Offering, all holders of Common Stock as of the record date, excluding Castle Creek, will be offered non-transferable rights (“Rights”) to purchase shares of Common Stock at the same per share purchase price of $9.75 used in the Private Placement to Castle Creek. The aggregate number of shares that will be offered for sale in connection with the Rights Offering is 256,410 and, if all shares offered are purchased, the Company expects to yield total gross proceeds of $2.5 million, prior to any fees and expenses associated with the sale. The Rights will be distributed to all of the holders of the Common Stock, excluding Castle Creek, on a pro rata basis, based on the number of shares of Common Stock owned by each shareholder as of the record date used in connection with the Rights Offering. The Company expects the Rights Offering to occur during the second quarter of 2015.

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About the Company

Summit Financial Group, Inc. is a $1.44 billion financial holding company headquartered in Moorefield, West Virginia. Summit provides community banking services primarily in the Eastern Panhandle and South Central regions of West Virginia and the Northern and Shenandoah Valley regions of Virginia, through its bank subsidiary, Summit Community Bank, Inc., which operates fifteen banking locations. Summit also operates Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia.

FORWARD-LOOKING STATEMENTS

This press release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Words such as “expects”, “anticipates”, “believes”, “estimates” and other similar expressions or future or conditional verbs such as “will”, “should”, “would” and “could” are intended to identify such forward-looking statements.

Although we believe the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially. Factors that might cause such a difference include our ability to consummate, and the results of, the rights offering; changes in the financial and securities markets, including changes with respect to the market value of our financial assets; economic and political conditions, especially in the Eastern Panhandle and South Central regions of West Virginia and the Northern and Shenandoah Valley regions of Virginia; real estate prices and sales in the Company’s markets; changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking laws and regulations; changes in tax laws; the impact of technological advances; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economies. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to revise these statements following the date of this press release. Additional information regarding risk factors can be found in the Company’s filings with the Securities and Exchange Commission.

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