UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A
	(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d–7 for other parties to whom copies are to be sent.

* 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 would alter disclosures provided in a prior cover page.

The information required on 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).

 

 

 

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(1)  Includes 17,014 shares of Class B Common Stock held by the Reporting Person and 1,214.5 shares of Class B Common Stock held in the Reporting Person’s account in the Issuer’s 401(k) plan.  Also includes 225 shares of Class A Common Stock and 671,583 shares of Class B Common Stock held in a trust for the benefit of the Reporting Person’s mother of which the Reporting Person is trustee and has sole power to direct the assets. Class B Common Stock is immediately convertible into Class A Common Stock on a one share for one share basis.  Also includes 12,085 shares of Class A Common Stock held in the Reporting Person’s account in the Issuer’s 401(k) plan. 

 

(2)  Includes 7,165,051 shares of Class A Common Stock held of record by Teebank Family Limited Partnership (“Teebank”), 939,449 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee Properties Limited Partnership (“Jaytee”), and 168,066 shares of Class B Common Stock held of record by Jaytee. Class B Common Stock is immediately convertible into Class A Common Stock on a one share for one share basis.  The Reporting Person is trustee of a trust which is a co-general partner of both Teebank and Jaytee.  The Reporting Person is also co-trustee with his mother of a trust which is the other co-general partner of Teebank and Jaytee.  The Reporting Person has an option to purchase general partnership units representing an interest in the assets of Teebank and Jaytee owned by the latter co-general partner trust.  The Reporting Person is also trustee of certain trusts for the benefit of himself and/or his immediate family members, including his mother, his sister and his two children, which hold limited partnership interests in either or both of Teebank and Jaytee.

 

Also includes 7,478 shares of Class A Common Stock held by the Reporting Person’s wife and 551,075 shares of Class A Common Stock held of record by Trager Family Foundation, Inc., a 501(c)(3) corporation of which the Reporting Person is a director.

 

(3)  Percentage was calculated based on the number of shares of Class A Common Stock outstanding as of December 31, 2016 (18,614,961) plus the securities beneficially owned by the Reporting Person that are currently exercisable for or convertible into shares of Class A Common Stock (1,797,326.5).

 

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This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Class A voting common stock, no par value (“Class A Common Stock”), of Republic Bancorp, Inc., a Kentucky corporation (the “Issuer”), whose principal executive offices are located at 601 West Market Street, Louisville, Kentucky 40202. This Amendment amends and supplements the statement on Schedule 13D filed by the Reporting Person to report his beneficial ownership of Class A Common Stock, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2016 (the “Original Schedule”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D. This Amendment amends Items 3, 4, 5, 6 and 7, as set forth below.

 

ITEM 3.        SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

The source and amount of funds or other consideration used in the transaction are as described in Item 4, below.

 

ITEM 4.        PURPOSE OF TRANSACTION.

 

Item 4 of the Original Schedule is hereby amended and supplemented by the addition of the following:

 

On November 16, 2016, 188,400 shares of Class A Common Stock held in an IRA account in the name of the Reporting Person’s deceased father, over which the Reporting Person had sole authority to direct voting and disposition of assets, were transferred to the Trager Family Foundation, Inc., a 501(c)(3) corporation of which the Reporting Person is a director.  No consideration was paid in connection with the transfer.

 

ITEM 5.        INTEREST IN SECURITIES OF THE ISSUER.

 

Item 5(a) through (c) of the Original Schedule is hereby amended and supplemented by the addition of the following:

 

(a)           As of December 31, 2016, the Reporting Person may be deemed to beneficially own 10,364,583.5 shares of Class A Common Stock, representing 50.78% of the Issuer’s outstanding Class A Common Stock.

 

(b)           Number of shares to which the Reporting Person has:

 

(i)            Sole power to vote or direct the vote: 783,397.5

 

(ii)           Shared power to vote or direct the vote: 9,581,186.0

 

(iii)          Sole power to dispose or direct the disposition of: 783,397.5

 

(iv)          Shared power to dispose or direct the disposition of: 9,581,186.0

 

The Reporting Person has the sole voting and dispositive power with respect to 783,397.5 shares of Class A Common Stock.

 

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The Reporting Person has shared voting and dispositive power with respect to 9,581,186.0 shares of Class A Common Stock, including:

 

·                  7,165,051 shares of Class A Common Stock held of record by Teebank Family Limited Partnership (“Teebank”), a Kentucky limited partnership;

·                  939,449 shares of Class B Common Stock held of record by Teebank;

·                  750,067 shares of Class A Common Stock held of record by Jaytee Properties Limited Partnership (“Jaytee”), a Kentucky limited partnership; and

·                  168,066 shares of Class B Common Stock held of record by Jaytee.

 

(c)           The Reporting Person has not effected any transactions in shares of the Class A Common Stock or Class B Common Stock during the 60 days preceding the date of this Amendment.

 

ITEM 6.        CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Refer to Item 7, below.

 

ITEM 7.        MATERIAL TO BE FILED AS EXHIBITS.

 

99.3        Amendment No. 4 to Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership dated March 24, 2016.

 

99.4        Amendment No. 4 to Amended and Restated Agreement of Limited Partnership for Jaytee Properties Limited Partnership dated March 24, 2016.

 

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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 14, 2017	/s/ Steven E. Trager
	Steven E. Trager

 

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Exhibit 99.3

 

		Prepared March 21, 2016
	AMENDMENT NO. 4	Revised March 21, 2016
	AMENDED AND RESTATED
	AGREEMENT OF LIMITED PARTNERSHIP
	FOR
	TEEBANK FAMILY LIMITED PARTNERSHIP

 

 

Section 15.1 of the Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership, effective January 1, 2006, as amended (the “Agreement”), provides that the Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners. In addition, paragraph 15.1 of the Agreement provides that the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to the Agreement which are necessary to cure any ambiguity or correct or supplement any provision of the Agreement which may be inconsistent with any other provision and execute and implement any other amendment to the Agreement with respect to administrative matters arising under the Agreement which would not be materially adverse to a Partner’s rights and obligations under the Agreement,

 

As it is now deemed advisable to amend the Agreement, effective as of January 1, 2016, paragraph 7.5(b) of the Agreement is amended as follows.

 

7.5(b) Notwithstanding the foregoing, in the event Steven E. Trager is no longer able to serve as General Partner or as Trustee of any Trust serving as General Partner and the Partnership owns any shares of Republic Bancorp, Inc. (“Republic”) stock, then the members of the Voting Committee will be Wayne Stratton, Mark Vogt and Kenneth Hochman.  Further, Steven E. Trager may remove and designate other persons to serve on this Voting Committee.  If Steven E. Trager is unable to act, then the then current members of the Voting Committee will select a successor person to serve on the Voting Committee.

 

In all other respects, the Agreement, as initially adopted effective January 1, 2006, and subsequently amended, will remain in full force and effect.

 

In order to evidence their understanding of and agreement to all the terms and conditions of this instrument, the parties have signed multiple copies of this Agreement, each one of which, when signed by all the parties, will be considered an original.

 

Date: March 24, 2016
General Partners:
/s/ Steven E. Trager		/s/ Steven E. Trager
Steven E. Trager, Co-Trustee of the		Steven E. Trager, Trustee of the Steven E.
Jean S. Trager Trust dated July 31, 2006		Trager Revocable Trust dated April 3, 1995

 

Amendment to Agreement of Limited Partnership Teebank Family Limited Partnership

 

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Exhibit 99.4

 

		Prepared March 21, 2016
	AMENDMENT NO. 4	Revised March 23, 2016
	AMENDED AND RESTATED
	AGREEMENT OF LIMITED PARTNERSHIP
	FOR
	JAYTEE PROPERTIES LIMITED PARTNERSHIP

 

Section 15.1 of the Amended and Restated Agreement of Limited Partnership for Jaytee Properties Limited Partnership, effective January 1, 2006, as amended (the “Agreement”), provides that the Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners. In addition, paragraph 15.1 of the Agreement provides that the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to the Agreement which are necessary to cure any ambiguity or correct or supplement any provision of the Agreement which may be inconsistent with any other provision and execute and implement any other amendment to the Agreement with respect to administrative matters arising under the Agreement which would not be materially adverse to a Partner’s rights and obligations under the Agreement,

 

As it is now deemed advisable to amend the Agreement, effective as of January 1, 2016, paragraph 7.5(b) of the Agreement is amended as follows.

 

7.5(b) Notwithstanding the foregoing, in the event Steven E. Trager is no longer able to serve as General Partner or as Trustee of any Trust serving as General Partner and the Partnership owns any shares of Republic Bancorp, Inc. (“Republic”) stock, then the members of the Voting Committee will be Wayne Stratton, Mark Vogt and Kenneth Hochman.  Further, Steven E. Trager may remove and designate other persons to serve on this Voting Committee.  If Steven E. Trager is unable to act, then the then current members of the Voting Committee will select a successor person to serve on the Voting Committee.

 

In all other respects, the Agreement, as initially adopted effective January 1, 2006, and subsequently amended, will remain in full force and effect.

 

In order to evidence their understanding of and agreement to all the terms and conditions of this instrument, the parties have signed multiple copies of this Agreement, each one of which, when signed by all the parties, will be considered an original.

 

Date: March 24, 2016
General Partners:
/s/ Steven E. Trager		/s/ Steven E. Trager
Steven E. Trager, Co-Trustee of the		Steven E. Trager, Trustee of the Steven E.
Jean S. Trager Trust dated July 31, 2006		Trager Revocable Trust dated April 3, 1995

 

Amendment to Agreement of Limited Partnership Jaytee Properties Limited Partnership

 

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