Amendment No.1 to Schedule 13G

0001193125-17-203526.txt : 20170614 0001193125-17-203526.hdr.sgml : 20170614 20170614162032 ACCESSION NUMBER: 0001193125-17-203526 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170614 DATE AS OF CHANGE: 20170614 GROUP MEMBERS: LIGHTYEAR CO-INVEST PARTNERSHIP II, L.P. GROUP MEMBERS: LIGHTYEAR FUND II GP HOLDINGS, LLC GROUP MEMBERS: LIGHTYEAR FUND II GP, L.P. GROUP MEMBERS: LY HOLDINGS, LLC GROUP MEMBERS: MARK F. VASSALLO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INTERSTATE BANCSYSTEM INC CENTRAL INDEX KEY: 0000860413 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 810331430 STATE OF INCORPORATION: MT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78756 FILM NUMBER: 17911373 BUSINESS ADDRESS: STREET 1: P O BOX 30918 STREET 2: 401 NO 31ST STREET CITY: BILLINGS STATE: MT ZIP: 59116-0918 BUSINESS PHONE: 4062555300 FORMER COMPANY: FORMER CONFORMED NAME: FIRST INTERSTATE BANCSYSTEM OF MONTANA INC DATE OF NAME CHANGE: 19930615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTYEAR FUND II, L.P. CENTRAL INDEX KEY: 0001401516 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-328-0555 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: LIGHTYEAR FUND II LP DATE OF NAME CHANGE: 20070531 SC 13G/A 1 d413454dsc13ga.htm AMENDMENT NO.1 TO SCHEDULE 13G Amendment No.1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

First Interstate BancSystem, Inc.

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

32055Y201

(CUSIP Number)

June 14, 2017

(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)

☒	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 would alter the 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).

13G


CUSIP No. 32055Y201		Page 2 of 12 Pages


1	Name of reporting persons: Lightyear Fund II, L.P.
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
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: 0
		7	Sole dispositive power: 0
		8	Shared dispositive power: 0
9	Aggregate amount beneficially owned by each reporting person: 0
10	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
11	Percent of class represented by amount in Row (9): 0%
12	Type of reporting person (see instructions): PN

Page 2

13G


CUSIP No. 32055Y201		Page 3 of 12 Pages


1	Name of reporting persons: Lightyear Co-Invest Partnership II, L.P.
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
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: 0
		7	Sole dispositive power: 0
		8	Shared dispositive power: 0
9	Aggregate amount beneficially owned by each reporting person: 0
10	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
11	Percent of class represented by amount in Row (9): 0%
12	Type of reporting person (see instructions): PN

Page 3

13G


CUSIP No. 32055Y201		Page 4 of 12 Pages


1	Name of reporting persons: Lightyear Fund II GP, L.P.
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
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: 0
		7	Sole dispositive power: 0
		8	Shared dispositive power: 0
9	Aggregate amount beneficially owned by each reporting person: 0
10	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
11	Percent of class represented by amount in Row (9): 0%
12	Type of reporting person (see instructions): PN

Page 4

13G


CUSIP No. 32055Y201		Page 5 of 12 Pages


1	Name of reporting persons: Lightyear Fund II GP Holdings, LLC
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
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: 0
		7	Sole dispositive power: 0
		8	Shared dispositive power: 0
9	Aggregate amount beneficially owned by each reporting person: 0
10	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
11	Percent of class represented by amount in Row (9): 0%
12	Type of reporting person (see instructions): OO

Page 5

13G


CUSIP No. 32055Y201		Page 6 of 12 Pages


1	Name of reporting persons: LY Holdings, LLC
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
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: 0
		7	Sole dispositive power: 0
		8	Shared dispositive power: 0
9	Aggregate amount beneficially owned by each reporting person: 0
10	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
11	Percent of class represented by amount in Row (9): 0%
12	Type of reporting person (see instructions): OO

Page 6

13G


CUSIP No. 32055Y201		Page 7 of 12 Pages


1	Name of reporting persons: Mark F. Vassallo
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
3	SEC use only
4	Citizenship or place of organization: United States
Number of shares beneficially owned by each reporting person with		5	Sole voting power: 0
		6	Shared voting power: 0
		7	Sole dispositive power: 0
		8	Shared dispositive power: 0
9	Aggregate amount beneficially owned by each reporting person: 0
10	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
11	Percent of class represented by amount in Row (9): 0%
12	Type of reporting person (see instructions): IN

Page 7

13G


CUSIP No. 32055Y201		Page 8 of 12 Pages


Item 1.	(a).	Name of Issuer:

		First Interstate BancSystem, Inc.

	(b).	Address of Issuer’s Principal Executive Offices:

		401 North 31st Street, Billings, Montana 59116

Item 2.	(a).	Name of Person Filing:

		This Statement is filed on behalf of each of the following persons:

		(1) Lightyear Fund II, L.P., a Delaware limited partnership; (2) Lightyear Co-Invest Partnership II, L.P., a Delaware limited partnership; (3) Lightyear Fund II GP, L.P., a Delaware limited partnership; (4) Lightyear Fund II GP Holdings, LLC, a Delaware limited liability company; (5) LY Holdings, LLC, a Delaware limited liability company and (6) Mr. Mark F. Vassallo, an individual.

	(b).	Address of Principal Business Office:

		401 North 31st Street, Billings, Montana 59116

	(c).	Citizenship:

		See Item 4 of each cover page.

	(d).	Title of Class of Securities:

		Class A common stock

	(e).	CUSIP Number:

		32055Y201

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

		Not Applicable.

Page 8

13G


CUSIP No. 32055Y201		Page 9 of 12 Pages



Item 4.		Ownership.

	(a)	Amount beneficially owned:

		See Item 9 of each cover page.

	(b)	Percent of class:

		See Item 11 of each cover page.

	(c)	Number of Shares as to which the Reporting Person has:

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

			See Item 5 of each cover page.

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

			See Item 6 of each cover page.

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

			See Item 7 of each cover page

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

			See Item 8 of each cover page.

Page 9

13G


CUSIP No. 32055Y201		Page 10 of 12 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

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.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See response to Item 4 above.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

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, other than activities solely in connection with a nomination under § 240.14a-11.

Page 10

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.

Dated: June 14, 2017


LIGHTYEAR FUND II, L.P.

By:		Lightyear Fund II GP, L.P., its general partner
By:		Lightyear Fund II GP Holdings, LLC, its general partner


By:		/s/ Ellan Ben-Hayon
Name:		Ellan Ben-Hayon
Title:		Vice President


LIGHTYEAR CO-INVEST PARTNERSHIP II, L.P.

By:		Lightyear Fund II GP Holdings, LLC, its general partner


By:		/s/ Ellan Ben-Hayon
Name:		Ellan Ben-Hayon
Title:		Vice President


LIGHTYEAR FUND II GP, L.P.

By:		Lightyear Fund II GP Holdings, LLC, its general partner


By:		/s/ Ellan Ben-Hayon
Name:		Ellan Ben-Hayon
Title:		Vice President


LIGHTYEAR FUND II GP HOLDINGS, LLC

By:		/s/ Ellan Ben-Hayon
Name:		Ellan Ben-Hayon
Title:		Vice President

LY HOLDINGS, LLC

By:		/s/ Ellan Ben-Hayon
Name:		Ellan Ben-Hayon
Title:		Vice President

MARK F. VASSALLO, an individual

By:		/s/ Ellan Ben-Hayon
Name:		Ellan Ben-Hayon
Title:		Attorney-in-Fact

Page 11

Exhibit List



Exhibit A		Joint Filing Agreement, dated June 7, 2017, among the Reporting Persons (filed as Exhibit A to the Schedule 13G filed on June 7, 2017 and incorporated herein by reference).

Exhibit B		Power of Attorney appointing Ellan Ben-Hayon and Lori Forlano as Attorney-in-Fact (filed as Exhibit B to the Schedule 13G filed on June 7, 2017 and incorporated herein by reference).