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
| ||||
489,240 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
331,000 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
516,540 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
6.73%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
Item 1. | Security and Issuer |
Item 1 is amended to read as follows:
This Amendment No. 5 to Schedule 13D is being filed by Patricia A. Crites to amend the Schedule 13D filed on January 10, 2012, as previously amended by Amendment No. 1 to the Schedule 13D filed on February 7, 2012, Amendment No. 2 to the Schedule 13D filed on March 15, 2012, Amendment No. 3 to the Schedule 13D filed on April 12, 2012, and Amendment No. 4 to the Schedule 13D filed on June 6, 2012 (together, the "Schedule 13D"),relating to the common stock, par value $2.50 per share, of Summit Financial Group, Inc., a West Virginia corporation to reflect Mrs. Crites acquisition on July 3, 2012 of the right to convert some or all of Summit’s Series 2011 Preferred Stock into a maximum of 250,000 shares of Summit Stock. 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 offices are at 300 North Main Street, Moorefield, WV 26836. |
Item 2. | Identity and Background |
(a) | No Change |
(b) | No Change |
(c) | No Change |
(d) | No Change |
(e) | No Change |
(f) | No Change |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
No Change |
Item 4. |
Purpose
of Transaction
|
Item 4 is amended to read as follows:
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 July 3, 2012, Mrs. and Mr. Crites acquired the right to convert their Series 2011 Preferred Stock into shares of Common Stock. Accordingly, as of July 3, 2012, Mrs. and Mr. Crites were deemed to have beneficial ownership of an additional 250,000 shares of Common Stock. |
(a) | No Change |
(b) | No Change |
(c) | No Change |
(d) | No Change |
(e) | No Change |
(f) | No Change |
(g) | No Change |
(h) | No Change |
(i) | No Change |
(j) | No Change |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | Item 5(a) is amended to read as follows:
Mrs. Crites beneficially owns an aggregate of 504,540 Shares or 6.57% of Summit Stock. 250,000 of the Shares beneficially owned by Mrs. Crites arise from the right to convert some or all of 2,000 shares of the Series 2011 Preferred Stock into a maximum of 250,000 shares of Summit Common Stock. See Item 6 below. |
(b) | Item 5(b) is amended to read as follows:
Mrs. Crites has sole voting and dispositive power over none of the Shares. She shares voting and dispositive power over 319,000 of the Shares with her husband, John Crites, which includes 69,000 shares 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, and the maximum of 250,000 shares of Common Stock into which the Series 2011 Preferred Stock is convertible on September 1, 2012. 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) | No Change |
| Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) | Mrs. Crites’ spouse has the right to receive or the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of 262,000 of the Shares jointly and beneficially owned by them, which includes 12,000 directly owned and the maximum of 250,000 shares of Common Stock into which the Series 2011 Preferred Stock is convertible on March 1, 2012. In his capacity as co-trustee of six of the eight subtrusts described in Item 6 below, Mr. Crites also has the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of 69,000 of the 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
|
No Change |
Item 7. |
Material
to Be Filed as Exhibits
|
None |
Summit Financial Group | |||
July 05, 2012 | By: |
/s/
Teresa D. Ely | |
Lmtd POA Attorney-In Fact | |||