0000897069-15-000007.txt : 20150109 0000897069-15-000007.hdr.sgml : 20150109 20150109103645 ACCESSION NUMBER: 0000897069-15-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150109 DATE AS OF CHANGE: 20150109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON BANCORP /IN/ CENTRAL INDEX KEY: 0000706129 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 351562417 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33947 FILM NUMBER: 15517958 BUSINESS ADDRESS: STREET 1: 515 FRANKLIN SQUARE CITY: MICHIGAN CITY STATE: IN ZIP: 46360 BUSINESS PHONE: 2198790211 MAIL ADDRESS: STREET 1: 515 FRANKLIN SQUARE CITY: MICHIGAN CITY STATE: IN ZIP: 46360 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS MICHIANA FINANCIAL CORP DATE OF NAME CHANGE: 19861021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PL Capital, LLC CENTRAL INDEX KEY: 0001518768 IRS NUMBER: 364050713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 336 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 630-848-1340 MAIL ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 336 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13G/A 1 cg465.htm cg465.htm
CUSIP No. 440407104

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 
Horizon Bancorp
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
440407104
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨           Rule 13d-1(b)
 
S           Rule 13d-1(c)
 
¨           Rule 13d-1(d)
 

 

 
1
 
CUSIP No. 440407104
 

1
NAME OF REPORTING PERSONS
Financial Edge Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
292,313
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
292,313
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
292,313
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
2
 
CUSIP No. 440407104
 



1
NAME OF REPORTING PERSONS
Financial Edge–Strategic Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
118,146
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
118,146
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,146
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
3
 
CUSIP No. 440407104
 


1
NAME OF REPORTING PERSONS
Goodbody/PL Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
88,279
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
88,279
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,279
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
4
 
CUSIP No. 440407104
 



 
1
NAME OF REPORTING PERSONS
PL Capital/Focused Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
58,438
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
58,438
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,438
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
5
 
CUSIP No. 440407104
 



 
1
NAME OF REPORTING PERSONS
PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
468,897
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
468,897
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,897
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
6
 
CUSIP No. 440407104
 



 
1
NAME OF REPORTING PERSONS
PL Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
557,176
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
557,176
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,176
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
7
 
CUSIP No. 440407104
 



 
1
NAME OF REPORTING PERSONS
Goodbody/PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
88,279
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
88,279
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,279
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
8
 
CUSIP No. 440407104
 



 
1
NAME OF REPORTING PERSONS
John W. Palmer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
557,176
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
557,176
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,176
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN


 
9
 
CUSIP No. 440407104
 



 
1
NAME OF REPORTING PERSONS
Richard J. Lashley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
(a) T
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
557,176
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
557,176
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,176
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
T
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

 

 
10
 
CUSIP No. 440407104
 

Item 1(a).                    Name of Issuer:
 
Horizon Bancorp
 
Item 1(b).                   Address of Issuer’s Principal Executive Offices:
 
515 Franklin Square, Michigan City, Indiana 46360.
 
Item 2(a).
Name of Persons Filing:
 
 
The parties identified in the list below constitute the “PL Capital Group.”
 
●   
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”).
 
●   
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”).
 
●   
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).
 
●   
PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund (“PL Capital”).
 
●   
PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”).
 
●   
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).
 
●   
Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).
 
●   
John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
 
The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to Amendment No. 1 to the Amended Schedule 13G filed on February 12, 2013.
 
 
 
11
 
CUSIP No. 440407104
 
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.
 
Item 2(c).
Citizenship:
 
 
All of the individuals who are members of the PL Capital Group are citizens of the United States.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
 
Item 2(e).
CUSIP Number:
 
440407104
 
Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
N/A
 
Item 4.                         Ownership:
 
 
The following list sets forth the aggregate number and percentage (based on 9,210,786 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q, as filed on November 7, 2014) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2(a):
 

 

 
12
 
CUSIP No. 440407104
 


 
Name
Shares of Common Stock
Beneficially Owned (Shared Voting and Investment Power for all Shares)
Percentage of Shares of Common Stock Beneficially Owned
     
Financial Edge Fund
292,313
3.2%
Financial Edge Strategic
118,146
1.3%
Focused Fund
58,438
0.6%
PL Capital
 
468,897
5.1%
(indirect beneficial ownership as general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund)
PL Capital Advisors
557,176
6.0%
(indirect beneficial ownership as investment adviser to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP)
Goodbody/PL LP
88,279
1.0%
Goodbody/PL LLC
88,279
1.0%
(indirect beneficial ownership as general partner of Goodbody/PL LP)
John W. Palmer
557,176
6.0%
(indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC)
Richard J. Lashley
557,176
6.0%
(indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC)
 
 
PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.
 
 
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.
 
 
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.
 

 
13
 
CUSIP No. 440407104
 
 
Item 5.                         Ownership of Five Percent or Less of a Class:
 
 
N/A
 
Item 6.                         Ownership of More than Five Percent on Behalf of Another Person:
 
 
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
 
N/A
 
Item 8.                         Identification and Classification of Members of the Group:
 
 
See Item 2(a) above.
 
Item 9.                         Notice of Dissolution of Group:
 
 
N/A
 
Item 10.                      Certification:
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under Rule 14a-11.
 

 
14
 
CUSIP No. 440407104
 

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:  January 9, 2015
 
FINANCIAL EDGE FUND, L.P.
 
By:        PL CAPITAL, LLC
General Partner
 
 
By:      /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
 
By:      /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
FINANCIAL EDGE-STRATEGIC FUND, L.P.
 
By:        PL CAPITAL, LLC
General Partner
 
 
By:      /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
 
 
By:      /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
PL CAPITAL/FOCUSED FUND, L.P.
By:        PL CAPITAL, LLC
General Partner
 
 
By:      /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
 
By:      /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 

 

 
15
 
CUSIP No. 440407104
 

 
GOODBODY/PL CAPITAL, L.P.
By:        GOODBODY/PL CAPITAL, LLC
General Partner
 
 
By:      /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
 
 
 
 
By:      /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
GOODBODY/PL CAPITAL, LLC
 
By:      /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
By:      /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
PL CAPITAL, LLC
 
By:      /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
By:      /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 
PL CAPITAL ADVISORS, LLC
 
By:      /s/ John W. Palmer
John W. Palmer
Managing Member
 
 
By:      /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
 

 
/s/ John W. Palmer
John W. Palmer
 
/s/ Richard J. Lashley
Richard J. Lashley
 
 
 
16