0000927089-16-000720.txt : 20160211 0000927089-16-000720.hdr.sgml : 20160211 20160211144302 ACCESSION NUMBER: 0000927089-16-000720 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160211 DATE AS OF CHANGE: 20160211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MUTUALFIRST FINANCIAL INC CENTRAL INDEX KEY: 0001094810 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 371392810 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58415 FILM NUMBER: 161410976 BUSINESS ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 BUSINESS PHONE: 7657472800 MAIL ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 FORMER COMPANY: FORMER CONFORMED NAME: MFS FINANCIAL INC DATE OF NAME CHANGE: 19990910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MUTUALFIRST FINANCIAL INC CENTRAL INDEX KEY: 0001094810 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 371392810 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 BUSINESS PHONE: 7657472800 MAIL ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 FORMER COMPANY: FORMER CONFORMED NAME: MFS FINANCIAL INC DATE OF NAME CHANGE: 19990910 SC 13G/A 1 mfsf-13g0216.htm mfsf-13g0214.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
 
 
 
MutualFirst Financial, Inc.

(Name of Issuer)
 
Common Stock, Par Value $0.01 per share

(Title of Class of Securities)
 
 
62845B 104

(CUSIP Number)
 
 
December 31, 2015

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
    [X]   Rule 13d-1(b)
    [   ]   Rule 13d-1(c)
    [   ]   Rule 13d-1(d)
 
*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 could alter the disclosures provided in a prior cover page.
 
The information required in 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).
 
 
Page 1 of 5
 


 
 
1)
NAME OF REPORTING PERSON
        MutualBank Employee Stock Ownership and 401(k) Plan (formerly the Mutual Savings Bank Employee Stock Ownership Plan)
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
        a)     [   ]
        b)     [X]
 
3)
SEC USE ONLY
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
        Not applicable
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
   
5)
SOLE VOTING POWER
 0
 
6)
SHARED VOTING POWER
 442,917
 
7)
SOLE DISPOSITIVE POWER
 417,848
 
8)
SHARED DISPOSITIVE POWER
 25,069
 
 
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        442,917
 
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES        [  ]
 
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
        6.0%
 
12
TYPE OF REPORTING PERSON
          EP
 
 
Page 2 of 5
 



 
NAME OF ISSUER:
 
MutualFirst Financial, Inc.
 
ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
110 E. Charles Street
Muncie, Indiana 47305-2400
 
ITEM 2(a)
NAME OF PERSON FILING:
MutualBank Employee Stock Ownership and 401(k) Plan (the "KSOP")
 
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE:
 
The business address of the KSOP is:
 
c/o MutualFirst Financial, Inc.
110 E. Charles Street
Muncie, Indiana 47305-2400
 
ITEM 2(c)
CITIZENSHIP:
 
Not applicable.
 
ITEM 2(d)
TITLE OF CLASS OF SECURITIES
 
Common stock, par value $.01 per share (the "Common Stock")
 
ITEM 2(e)
CUSIP NUMBER:  62845B 104
 
ITEM 3
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR 240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS:
 
 
(a)
[    ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
[    ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
[    ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
[    ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
[    ]
An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
 
(f)
[X ]
An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
 
(g)
[    ]
A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
 
(h)
[    ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[    ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j)  [    ]  A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); and
 
(k)
[    ]
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
       
  If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________________________ 
 
Page 3 of 5
 

 


ITEM 4
Ownership:
 
(a)
Amount beneficially owned:  The KSOP holds an aggregate of 442,917 shares of Common Stock.
 
(b)
Percent of class:  6.0% of the outstanding shares.
 
(c)
Number of shares as to which the person has :
   
(i)
Sole power to vote or direct the vote:  0 shares held by the KSOP that have not been allocated to participants in their employee stock ownership plan accounts.
   
(ii)
Shared power to vote or to direct the vote:  442,917 shares held by the KSOP that are in participants’ 401(k) plan accounts or have been allocated to participants in their employee stock ownership plan accounts.
   
(iii)
Sole power to dispose or to direct the disposition:  417,848 shares, both allocated and unallocated held in the employee stock ownership plan portion of the KSOP.
   
(iv)
Shared power to dispose or to direct the disposition:  25,069 shares held in the 401(k) plan portion of the KSOP.
 
 
The Trustee of the KSOP may be deemed to beneficially own all the shares held by the KSOP.  However, the Trustee expressly disclaims beneficial ownership of all of such shares.  Other than the shares held by the KSOP, the Trustee does not beneficially own any shares of Common Stock.
 
Pursuant to the KSOP, participants in the KSOP are entitled to instruct the Trustee as to the voting of the shares allocated to their KSOP accounts.  If the Trustee receives no instructions for shares held in participants’ KSOP accounts, the Trustee may vote those shares in its own discretion.  The Trustee must vote unallocated employee stock ownership plan shares in the same proportion as it is instructed to vote allocated employee stock ownership plan shares.
 
ITEM 5
Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
ITEM 6
Ownership of More Than Five Percent on Behalf of Another Person.
 
Not applicable.
  
ITEM 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable.
 
ITEM 8
Identification and Classification of Members of the Group.
 
Not applicable.
 
ITEM 9
Notice of Dissolution of Group.
 
Not applicable.
 
Page 4 of 5
 
 

 


ITEM 10
Certifications
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect. of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
Signature
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.
 
Date: February 11, 2016
MUTUALBANKEMPLOYEE STOCK OWNERSHIP AND 401(K) PLAN
   
   
By:
First Bankers Trust Services, Inc.,
as Trustee
       
       
   
By: 
/s/ Blake Mock                
   
Name: 
Blake Mock 
   
Title: 
Trust Officer 
 
 
Date: February 11, 2016
FIRST BANKERS TRUST SERVICES, INC.
 
   
By:
/s/ Blake Mock                
   
Name: 
Blake Mock 
   
Title: 
Trust Officer 
 
 
 
 
 
 
Page 5 of 5
 
 

 
 
 
 
February 11, 2016
 
 
 
MutualBank
Employee Stock Ownership and 401(k) Plan
110 E. Charles Street
Muncie, Indiana 47305-2400
 
Dear Sir/Madam:
 
This letter hereby confirms the agreement and understanding between you and the undersigned that the Schedule 13G being filed with the Securities and Exchange Commission on or about this date is being filed on behalf of each of us.
 
Sincerely,
 
FIRST BANKERS TRUST SERVICES, INC.
 
 
 
By: 
/s/ Blake Mock                                
 
Name: Blake Mock
Title:   Trust Officer
 
 
MUTUALBANK EMPLOYEE STOCK OWNERSHIP AND 401(K) PLAN
 
By: 
First Bankers Trust Services, Inc.,
    as Trustee 
   
By: 
/s/ Blake Mock                     
Name: 
Blake Mock
Title: 
Trust Officer