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. 14)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Steven E. Trager

601 West Market Street

Louisville, Kentucky 40202

(502) 584-3600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 13, 2020

(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).

 

 

CUSIP No.  760281 204
	1.	Names of Reporting Persons. Jean S. Trager
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3.	SEC Use Only
	4.	Source of Funds
		OO, PF
	5.	Check if Disclosure of Legal Proceedings is Required  Pursuant to Item 2(d) or 2(e)				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  511,945 (1)
			9.		Sole Dispositive Power  0
			10.		Shared Dispositive Power 10,349,150 (1)(2)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,349,150 (1)(2)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
	13.	Percent of Class Represented by Amount in Row (11) 50.17% (3)
	14.	Type of Reporting Person (See Instructions) IN

 

(1)  Includes 511,945 shares of Class A Common Stock held of record by the Trager Family Foundation, Inc., a 501(c)(3) corporation of which the reporting person is a director.

 

(2)  Includes 7,165,276 shares of Class A Common Stock held of record by Teebank Family Limited Partnership (“Teebank”), 1,753,796 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. The reporting person, in her capacity as co-trustee of the Jean S. Trager Trust, is a co-general partner of Teebank and Jaytee.

 

(3)  Percentage was calculated based on the number of shares of Class A Common Stock outstanding as of July 31, 2020 (18,708,244) plus the securities beneficially owned by the reporting person that are currently convertible into shares of Class A Common Stock (1,921,862).

 

2

 

CUSIP No.  760281 204
	1.	Names of Reporting Persons. Jean S. Trager Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý
	3.	SEC Use Only
	4.	Source of Funds
		OO, PF
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)				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  0
			9.		Sole Dispositive Power  0
			10.		Shared Dispositive Power 9,837,205 (1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,837,205 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
	13.	Percent of Class Represented by Amount in Row (11) 47.68% (2)
	14.	Type of Reporting Person (See Instructions) OO

 

(1)  Consists of 7,165,276 shares of Class A Common Stock held of record by Teebank, 1,753,796 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee, and 168,066 shares of Class B Common Stock held of record by Jaytee. The reporting person is a co-general partner of Teebank and Jaytee.

 

(2)  Percentage was calculated based on the number of shares of Class A Common Stock outstanding as of July 31, 2020 (18,708,244) plus the securities beneficially owned by the reporting person that are currently convertible into shares of Class A Common Stock (1,921,862).

 

3

 

ITEM 1.         SECURITY AND ISSUER.

 

This Amendment No. 14 to Schedule 13D (this “Amendment No. 14”) 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 No. 14 amends and supplements the statement on Schedule 13D (as previously amended, the “Original Schedule”) filed by the Reporting Persons to report their beneficial ownership of Class A Common Stock, filed with the U.S. Securities and Exchange Commission (the “SEC”), which was most recently amended on February 14, 2018. Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule. This Amendment No. 14 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 August 13, 2020, for estate planning purposes, Mrs. Jean S. Trager (“Mrs. Trager”) transferred 142,764 shares of Class B Common Stock into a trust for her benefit for which her son, Steven E. Trager, acts as trustee and has sole power to direct the assets (the “Trust”).

 

On August 14, 2020, for estate planning purposes, the Trust transferred 225 shares of Class A Common Stock and 814,347 shares of Class B Common Stock to Teebank Family Limited Partnership (“Teebank”) in consideration for one (1) Teebank General Partnership Unit and a number of Teebank Limited Partnership Units equal in value to the aggregate value of the shares of Class A Common Stock and Class B Common Stock that Teebank received (less the value of the General Partnership Unit).  The value of the shares of Class A Common Stock and Class B Common Stock was determined using the closing share price on August 14, 2020.  The number and value of Teebank Limited Partnership Units received by the Trust will be determined following an appraisal of the value of Teebank as of August 14, 2020.  The appraised value will be partially based on the value of the transferred shares of Class A Common Stock and Class B Common Stock using the closing share price of Class A Common Stock on August 14, 2020. The value of the General Partnership Unit will be determined in the same manner.

 

ITEM 5.         INTEREST IN SECURITIES OF THE ISSUER.

 

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

 

(a)                                 The aggregate number of shares and the percentage of Class A Common Stock beneficially owned by each person named in Item 2 is as follows:

 

4

 

 

(1) Includes 7,165,276 shares of Class A Common Stock held of record by Teebank Family Limited Partnership (“Teebank”), 1,753,796 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”), 168,066 shares of Class B Common Stock held of record by Jaytee, and 511,945 shares of Class A Common Stock held of record by Trager Family Foundation, Inc. (the “Foundation”), a 501(c)(3) corporation of which Mrs. Trager is a director. Mrs. Trager is a co-general partner, in her capacity as trustee of the Jean S. Trager Trust, of Teebank and Jaytee.

 

(2) Includes 7,165,276 shares of Class A Common Stock held of record by Teebank, 1,753,796 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee, and 168,066 shares of Class B Common Stock held of record by Jaytee. The Jean S. Trager Trust is a co-general partner of Teebank and Jaytee.

 

(3) Includes (i) 17,014 shares of Class B Common Stock held by Mr. Trager, (ii) 12,085 shares of Class A Common Stock and 1,214.5 shares of Class B Common Stock held in the Issuer’s 401(k) plan, (iii) 7,478 shares of Class A Common Stock held by Mr. Trager’s wife, and (iv) 511,945 shares of Class A Common Stock held of record by Trager Family Foundation, Inc., a 501(c)(3) corporation of which Mr. Trager is a director. Also includes 7,165,276 shares of Class A Common Stock and 1,753,796 shares of Class B Common Stock held of record by Teebank, and 750,067 shares of Class A Common Stock and 168,066 shares of Class B Common Stock held of record by Jaytee. Mr. Trager is a limited partner of Teebank and Jaytee, and the Steven E. Trager Trust, of which Mr. Trager is trustee, and the Jean S. Trager Trust, of which Mr. Trager is a co-trustee, are co-general partners of Teebank and Jaytee. Trusts for the benefit of, among others, Mr. Trager and his two children are limited partners of Teebank and Jaytee. Mr. Trager has an option to purchase general partnership units representing an interest in the assets of Teebank and Jaytee (including the Issuer’s securities) owned by the Jean S. Trager Trust.

 

(b)                                 Number of shares to which each person named in response to paragraph (a) has:

 

(i) Sole power to vote or direct the vote:

 

Jean S. Trager		0.0
Jean S. Trager Trust		0.0
Steven E. Trager		111,589.5

 

(ii) Shared power to vote or direct the vote:

 

Jean S. Trager		511,945.0
Jean S. Trager Trust		0.0
Steven E. Trager		10,356,628.0

 

5

 

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

 

Jean S. Trager		0.0
Jean S. Trager Trust		0.0
Steven E. Trager		111,589.5

 

(iv) Shared power to dispose or direct the disposition of:

 

Jean S. Trager		10,349,150.0
Jean S. Trager Trust		9,837,205.0
Steven E. Trager		10,356,628.0

 

The Steven E. Trager Revocable Trust and the Jean S. Trager Trust are the co-general partners of Teebank and Jaytee and share dispositive power over the shares of Class A Common Stock owned by Teebank and Jaytee, provided that the Jean S. Trager Trust may not cause Teebank or Jaytee to sell, transfer or otherwise dispose of Class A Common Stock without Mr. Trager’s consent. Steven E. Trager is trustee of the Steven E. Trager Trust.  Steven E. Trager and Jean S. Trager are co-trustees of the Jean S. Trager Trust.  Steven E. Trager owns an option to purchase Teebank and Jaytee general partnership interests owned by the Jean S. Trager Trust.  Steven E. Trager, A. Scott Trager and Sheldon Gilman serve as the voting committee having the power to vote shares of Class A Common Stock owned by Teebank and Jaytee.

 

The Steven E. Trager Revocable Trust is a Kentucky trust having a business address of 601 West Market Street, Louisville, Kentucky 40202, and it has not been convicted in or been a party to a proceeding described in Items 2(d) or 2(e).

 

The Jean S. Trager Trust is a Kentucky trust having a business address of 601 West Market Street, Louisville, Kentucky 40202, and it has not been convicted in or been a party to a proceeding described in Items 2(d) or 2(e).

 

Steven E. Trager is a United States citizen having a business address of 601 West Market Street, Louisville, Kentucky 40202, and he has not been convicted in or been a party to a proceeding described in Items 2(d) or 2(e).

 

Jean S. Trager is a United States citizen having a business address of 601 West Market Street, Louisville, Kentucky 40202, and she has not been convicted in or been a party to a proceeding described in Items 2(d) or 2(e).

 

A. Scott Trager is a United States citizen having a business address of 601 West Market Street, Louisville, Kentucky 40202, and he has not been convicted in or been a party to a proceeding described in Items 2(d) or 2(e).

 

Sheldon Gilman is a United States citizen having a business address of Lynch, Cox, Gilman & Goodman, P.S.C., 500 W. Jefferson Street, Suite 2100, Louisville, Kentucky 40202, and he has not been convicted in or been a party to a proceeding described in Items 2(d) or 2(e).

 

6

 

Shelley Trager Kusman is a United States citizen having a business address of 601 West Market Street, Louisville, Kentucky 40202, and she has not been convicted in or been a party to a proceeding described in Items 2(d) or 2(e).

 

(c)                                  Other than as set forth in this Amendment No. 14, none of the Reporting Persons have effected any transactions in shares of the Class A Common Stock of the Issuer during the 60 days preceding the date of this Amendment No. 14.

 

(d)                                 As co-general partners of Jaytee and Teebank, the Jean S. Trager Trust and the Steven E. Trager Revocable Trust may have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s securities held by Teebank and Jaytee.  Amy Trager, Steven E. Trager and Shelley Trager Kusman, as directors of Trager Family Foundation, Inc., may have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s securities by such corporation. As the holder of 7,478 shares of Class A Common Stock, Amy Trager may have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. In addition, Steven E. Trager and A. Scott Trager, among others, are limited partners of Teebank and Jaytee, and thereby possess the right to receive dividends from or the proceeds from the sale of pro rata interests in the Issuer’s securities upon distribution of assets from Teebank and Jaytee.

 

(e)                                  Not applicable.

 

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.

 

99.15                 Amendment to Teebank Limited Partnership Agreement dated as of August 14, 2020.

 

99.16                 Group Members

 

99.17                 Joint Filing Agreement

 

7

 

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: August 17, 2020	/s/ Jean S. Trager
	Jean S. Trager
	JEAN S. TRAGER TRUST
Date: August 17, 2020	By:	/s/ Jean S. Trager
		Jean S. Trager

 

8

Exhibit 99.15

 

AMENDMENT
TO
TEEBANK LIMITED PARTNERSHIP AGREEMENT

 

The undersigned, being all of the partners in Teebank Limited Partnership (“Partnership”), hereby amend the provisions of that certain Limited Partnership Agreement dated January 1, 2006 (“Agreement”) in accordance with Section 14.1 of the Agreement.

 

Addition of Paragraph 7.1(g) to Article 7 of the Agreement

 

New paragraph 7.1(g) will read as follows:

 

7.1 (g)  Notwithstanding any other provision of this Agreement to the contrary, an existing partner that contributes assets to the Partnership shall receive one General Partnership unit and an additional pro rata number of Limited Partnership units.  The one general partnership unit will be freely transferable to any other partner, and the general partner who owns such unit may, so long as such general partner owns any limited partnership units issued at the same time as the one general partnership unit, withdraw the assets contributed (including all proceeds received in exchange for such assets and any undistributed income attributable to such assets) at any time by giving written notice to the remaining General Partners.  In all other respects, the owner of the one general partnership unit will be a General Partner as provided in this Agreement.

 

In all other respects, the Partnership Agreement, as initially adopted effective January 1, 2006, 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:  August 14, 2020

 

 

General Partners:			Limited Partners:
Jean S. Trager Irrevocable Trust dated July 31, 2006			/s/ Scott Trager
			Scott Trager
By:	/s/ Steven E. Trager		/s/ Andrew Trager-Kusman
	Steven E. Trager, Co-Trustee		Andrew Trager-Kusman
Steven E. Trager Revocable Trust dated			/s/ Kevin Trager
October 3, 2014 as amended			Kevin Trager

 

 

By:	/s/ Steven E. Trager
	Steven E. Trager, Trustee		/s/ Michael Trager-Kusman
			Michael Trager-Kusman
			/s/ Brett Kusman
			Brett Kusman
			/s/ Emily Trager
			Emily Trager
			Jean S. Trager Revocable Trust dated June 8, 2017
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Steven E. Trager Revocable Trust dated October 3, 2014 as amended
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Bernard Trager Revocable Trust  dated February 5, 2012 (Jean S. Trager Marital Trust)
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Andrew Kusman Trust dated December 27, 1989
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Andrew Trager-Kusman Trust of 2011 dated August 1, 2011
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee

 

 

			Michael Kusman Trust dated December 27, 1989
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Michael Trager-Kusman Trust of 2011 dated August 1, 2011
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Kevin Trager Trust dated December 27, 1989
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Kevin Trager Grantor Trust of 2011 dated August 1, 2011
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Brett Kusman Trust dated January 2, 1992
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Brett Kusman Trust of 2011 dated August 1, 2011
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Emily Trager Trust dated June 1, 1992
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee

 

 

			Emily Trager Grantor Trust of 2011 dated August 1, 2011
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Shelley Kusman Irrevocable Trust dated January 13, 2004
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Kevin Trager Irrevocable Trust dated June 22, 2009
			By:	/s/ Sheldon G. Gilman
				Sheldon G. Gilman, Trustee
			Kevin Trager Trust of 2012 dated November 7, 2012
			By:	/s/ Sheldon G. Gilman
				Sheldon G. Gilman, Trustee
			Emily Trager Irrevocable Trust dated June 22, 2009
			By:	/s/ Sheldon G. Gilman
				Sheldon G. Gilman, Trustee
			Emily Trager Trust of 2012 dated November 7, 2012
			By:	/s/ Sheldon G. Gilman
				Sheldon G. Gilman, Trustee

 

 

 

			Trager Trust of 2012 dated November 9, 2012
			By:	/s/ Steven E. Trager
				Steven E. Trager, Trustee
			Jean S. Trager Irrevocable Trust dated July 31, 2006
			By:	/s/ Steven E. Trager
				Steven E. Trager, Co-Trustee
			Steven E. Trager Irrevocable Trust dated December 10, 2018
			By:	/s/ Amy Trager
				Amy Trager, Co-Trustee
			Shelley Trager Kusman 2018 Irrevocable Trust dated November 5, 2018
			By:	/s/ Andrew Trager-Kusman
				Andrew Trager-Kusman, Co-Trustee

 

Exhibit 99.16

 

Group Member		Number of Shares and Class
Jean S. Trager 601 West Market Street Louisville, Kentucky 40202		10,349,150 Class A Common Stock (See Jean S. Trager cover page for additional information)
Jean S. Trager Trust 601 West Market Street Louisville, Kentucky 40202 Kentucky trust		9,837,205 Class A Common Stock

 

Exhibit 99.17

 

JOINT FILING AGREEMENT

 

Jean S. Trager and Jean S. Trager Trust, a Kentucky trust, each hereby agree, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13D filed herewith, and any amendments thereto, relating to the shares of Class A Common Stock of Republic Bancorp, Inc. is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.  In evidence thereof, the undersigned hereby executes this Agreement as of the date set forth below.

 

 

Date: August 17, 2020	/s/ Jean S. Trager
	Jean S. Trager
	JEAN S. TRAGER TRUST
Date: August 17, 2020	By:	/s/ Jean S. Trager
		Jean S. Trager