0001104659-18-006155.txt : 20180202 0001104659-18-006155.hdr.sgml : 20180202 20180202144619 ACCESSION NUMBER: 0001104659-18-006155 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180202 DATE AS OF CHANGE: 20180202 GROUP MEMBERS: PATRICIA C. KOZA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MidWestOne Financial Group, Inc. CENTRAL INDEX KEY: 0001412665 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 421206172 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85383 FILM NUMBER: 18570174 BUSINESS ADDRESS: STREET 1: 102 SOUTH CLINTON ST. CITY: IOWA CITY STATE: IA ZIP: 52240 BUSINESS PHONE: 319-356-5800 MAIL ADDRESS: STREET 1: 102 SOUTH CLINTON ST. CITY: IOWA CITY STATE: IA ZIP: 52240 FORMER COMPANY: FORMER CONFORMED NAME: ISB Financial Corp. DATE OF NAME CHANGE: 20070918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Koza John S CENTRAL INDEX KEY: 0001430013 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 102 S. CLINTON STREET STREET 2: P.O. BOX 1700 CITY: IOWA CITY STATE: IA ZIP: 52244-1700 SC 13G/A 1 a18-3948_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

MidWestOne Financial Group, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

598511103

(CUSIP Number)

December 31, 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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 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).

 


 

CUSIP No. 598511103

 

 

1.

Names of Reporting Persons
John S. Koza

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
822,400

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
822,400

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
822,400

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No. 598511103

 

 

1.

Names of Reporting Persons
Patricia C. Koza

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
60,325

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
60,325

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
60,325

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

Item 1.

 

(a)

Name of Issuer
MidWestOne Financial Group, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
102 South Clinton St.

Iowa City, IA 52240

 

Item 2.

 

(a)

Name of Person Filing
(i)                                   John S. Koza

(ii)                                Patricia C. Koza

 

(b)

Address of Principal Business Office or, if none, Residence
(i)                                   The address for John S. Koza is:

 

c/o MidWestOne Financial Group, Inc.

102 South Clinton St.

Iowa City, IA 52240

 

(ii)                                The address for Patricia C. Koza is:

 

c/o MidWestOne Financial Group, Inc.

102 South Clinton St.

Iowa City, IA 52240

 

(c)

Citizenship
(i)                                   John S. Koza – United States

(ii)                                Patricia C. Koza – United States

 

(d)

Title of Class of Securities
Common Stock, par value $1.00 per share

 

(e)

CUSIP Number
598511103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: Not applicable

 

4


 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

John S. Koza – 822,400 shares*

Patricia C. Koza – 60,325 shares**

 

 

*Comprised of shares held as follows: (i) 202,840 shares of Common Stock beneficially owned by Mr. Koza individually and over which Mr. Koza holds sole investment and voting power; and (ii) 619,560 shares of Common Stock held in various family trust accounts, over which Mr. Koza holds sole investment and voting power.  In accordance with Rule 13d-4, Mr. Koza disclaims beneficial ownership of the shares of Common Stock beneficially owned by Ms. Koza described below.

 

** Comprised of 60,325 shares of Common Stock beneficially owned by Ms. Koza individually and over which Ms. Koza holds sole investment and voting power.  In accordance with Rule 13d-4, Ms. Koza disclaims beneficial ownership of the shares of Common Stock beneficially owned by Mr. Koza described above.

 

(b)

Percent of class:   

John S. Koza – 6.7%†

Patricia C. Koza – 0.5%†

 

 

†The applicable percentage ownership for each Reporting Person is based upon 12,219,611 shares of Common Stock outstanding as of December 31, 2017.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

Please see Row 5 on the cover page hereto for each Reporting Person, as well as the notes to Item 4(a) above, which such information is hereby incorporated by reference into this Item 4(c)(i).

 

 

(ii)

Shared power to vote or to direct the vote:

Please see Row 6 on the cover page hereto for each Reporting Person, as well as the notes to Item 4(a) above, which such information is hereby incorporated by reference into this Item 4(c)(ii).

 

 

(iii)

Sole power to dispose or to direct the disposition of:

Please see Row 7 on the cover page hereto for each Reporting Person, as well as the notes to Item 4(a) above, which such information is hereby incorporated by reference into this Item 4(c)(iii).

 

 

(iv)

Shared power to dispose or to direct the disposition of:

Please see Row 8 on the cover page hereto for each Reporting Person, as well as the notes to Item 4(a) above, which such information is hereby incorporated by reference into this Item 4(c)(iv).

 

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 5 percent of the class of securities, check the following:   o

 

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.

 

5


 

Item 10.

Certifications

Not Applicable.

 

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 29, 2018

 

 

 

 

 

 

/s/ John S. Koza by Patricia C. Koza POA

 

John S. Koza

 

 

 

 

 

/s/ Patricia C. Koza

 

Patricia C. Koza

 

6


 

EXHIBIT A

 

AGREEMENT OF JOINT FILING

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including any amendments thereto) with respect to the common stock of MidWestOne Financial Group, Inc., an Iowa corporation, and that this Agreement be included as an exhibit to such joint filing.

 

This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 29th day of January, 2018.

 

 

 

/s/ John S. Koza by Patricia C. Koza POA

 

John S. Koza

 

 

 

 

 

/s/ Patricia C. Koza

 

Patricia C. Koza

 

7