1
|
NAMES OF REPORTING PERSONS
|
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
First Southern Holdings, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☑
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|||
AF
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Kentucky
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
1,201,876*
|
|||||
8
|
SHARED VOTING POWER
|
||||
0*
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
1,201,876*
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0*
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
See response to Item 5
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☑
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
See response to Item 5
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
First Southern Funding, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☑
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC, BK
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Kentucky
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
400,000*
|
|||||
8
|
SHARED VOTING POWER
|
||||
0*
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
400,000*
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0*
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
See response to Item 5
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☑
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
See response to Item 5
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
First Southern Bancorp, Inc.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☑
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
WC, BK
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Kentucky
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
204,909*
|
|||||
8
|
SHARED VOTING POWER
|
||||
See response to Item 5
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
204,909*
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
See response to Item 5
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
See response to Item 5
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☑
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
See response to Item 5
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
HC
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
Jesse T. Correll
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☑
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF, OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Kentucky
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
127,577*
|
|||||
8
|
SHARED VOTING POWER
|
||||
See response to Item 5
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
127,577*
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
See response to Item 5
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
See response to Item 5
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☑
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
See response to Item 5
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
WCorrell, Limited Partnership
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☑
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Georgia
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
72,750*
|
|||||
8
|
SHARED VOTING POWER
|
||||
0*
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
72,750*
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0*
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
See response to Item 5
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☑
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
See response to Item 5
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
Cumberland Lake Shell, Inc.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☑
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Kentucky
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
128,750*
|
|||||
8
|
SHARED VOTING POWER
|
||||
0*
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
128,750*
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
0*
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
See response to Item 5
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☑
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
See response to Item 5
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
Reporting Person
|
Number of Shares
Owned (%)(1) |
|
Jesse T. Correll (2)
First Southern Bancorp, Inc.(2)(3)
First Southern Funding, LLC(2)(3)
First Southern Holdings, Inc.(2)(3)
WCorrell, Limited Partnership(2)
Cumberland Lake Shell, Inc.
|
127,577 (4.0%)
1,406,785 (44.3%)
400,000 (12.6%)
1,201,876 (37.8%)
72,750 (2.3%)
128,750 (4.1%)
|
|
Total(3)(4)
|
2,063,112 (64.9%)
|
Exhibit F |
Directors, officers, members, general partners and controlling persons of Reporting Persons.
|
Date: August 27, 2020
|
By:
|
/s/ Jesse T. Correll | |
Jesse T. Correll | |||
Attorney-in-Fact on behalf of each of the Reporting Persons* | |||
Stephen Acton
|
P. O. Box 430
150 Railroad Drive
Somerset, KY 42502
|
Vice President & Director, Cumberland Lake Shell, Inc. (Gasoline wholesaler)
|
Randall L. Attkisson
|
143 Cold Springs Drive
Stanford, KY 40484
|
Director of First Southern Bancorp, Inc. (Bank holding company)
Director of UTG, Inc. (Insurance holding company)
Partner, Bluegrass Financial Holdings, LLC
|
Greg Correll
|
7907 Nicholasville Rd.
Lancaster, KY 40444
|
Member, Marksbury Farm Foods, LLC (Processing Facility & Retailer)
|
Jesse T. Correll
|
P.O. Box 328
99 Lancaster Street
Stanford, KY 40484
5250 South Sixth St.
Springfield, IL 62703
|
President and Director of First Southern Bancorp, Inc. (Bank holding company)
Chairman, CEO and Director of UTG, Inc. (Insurance holding company)
|
Kirk A. Correll
|
115 E. Main Street
Stanford, KY 40484
|
Attorney, Kirk A. Correll, Attorney at Law (Law office)
|
Douglas P. Ditto
|
P.O. Box 328
99 Lancaster Street
Stanford, KY 40484
|
Vice President, First Southern Bancorp, Inc. (Bank holding company)
Senior Vice President and Central Lending Group Manager, First Southern National Bank (Bank)
Vice President of UTG, Inc. (Insurance holding company)
|
M. Suzanne Short
|
P.O. Box 328
99 Lancaster Street
Stanford, KY 40484
|
Chief Operating Officer, First Southern Bancorp, Inc. (Bank holding company)
|
Susan Kretzer
|
P.O. Box 430
150 Railroad Drive
Somerset, KY 42502
|
Secretary, Cumberland Lake Shell, Inc. (Gasoline wholesaler)
|
Jill Martin
|
P.O. Box 328
99 Lancaster Street
Stanford, KY 40484
|
Vice President & Treasurer, First Southern Bancorp, Inc. (Bank holding company) and First Southern National Bank (Bank)
|
Theodore C. Miller
|
P.O. Box 328
99 Lancaster Street
Stanford, KY 40484
|
Secretary & CFO of First Southern Bancorp, Inc. (Bank holding company), First Southern National Bank (Bank) and UTG, Inc. (Insurance holding company)
|
William W. Perry
|
223 West Wall Street, Suite 900
Midland, TX 79701
|
Owner, S.E.C. Investments, LTD, Managing Partner of PBEX, LLC and CEO of EGL Resources, Inc. (oil and gas investments/companies)
|
Michael Ray
|
817 West Columbia St.
Somerset, KY 42501
|
CFO, Tru-Check Meter Service (Contract Meter Reading)
|
Tommy Roberts
|
P.O. Box 328
99 Lancaster Street
Stanford, KY 40484
|
Chief Executive Officer & Director, First Southern National Bank (Bank)
Vice President & Director, First Southern Bancorp, Inc. (Bank holding company)
|
W.L. Rouse III
|
2201 Regency Road, Ste 602
Lexington, KY 40503
|
Member, The Rouse Companies (Commercial real estate company)
|
James P. Rousey
|
P.O. Box 328
99 Lancaster Street
Stanford, KY 40484
|
CEO of First Southern Bancorp, Inc. (Bank holding company)
President of UTG, Inc. (Insurance holding company)
|
Nancy Sleeth
|
450 Old Vine Street
Lexington, KY 40507
|
Managing Director, Blessed Earth (Stewardship education and consulting)
|
Leah D. Taylor
|
P.O. Box 430
150 Railroad Drive
Somerset, KY 42502
|
President, Director, Cumberland Lake Shell, Inc. (Gasoline wholesaler)
|
Alex Keltner |
P.O. Box 118
88 S. Bethel Street
Russellville, KY 42276
|
Director, First Southern Bancorp, Inc. (Bank holding company)
President, First Southern National Bank (Bank)
|
Adrienne Correll |
P.O. Box 328
99 Lancaster Street Stanford, KY 40484
|
Director, First Southern Bancorp, Inc. (Bank holding company) |