SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

Securities and Exchange Commission,

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

FIRST BANCSHARES, INC.

(Name of Issuer)

 

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

318687 10 0

(CUSIP Number)

Mark E. Gardner

1414 East Primrose, Suite 100

Springfield, Missouri 65804

(417) 447-1800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With a copy to:

Joseph T. Porter, Jr.

Polsinelli Shughart PC

100 South Fourth Street, Suite 1100

St. Louis, MO 63102

(314) 552-6828

March 2, 2009

(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.  ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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).

 

 

 

 

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  (1)   

Names of reporting Persons:

 

Mark E. Gardner

  (2)  

Check the appropriate box if a member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC Use Only

 

  (4)  

Source of Funds (See Instructions):

 

    PF

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  (6)  

Citizenship or Place of Organization:

 

    United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      (7)    

Sole Voting Power

 

    37,000

     (8)   

Shared Voting Power

 

    47,485

     (9)   

Sole Dispositive Power

 

    37,000

   (10)   

Shared Dispositive Power

 

    47,485

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    84,485 shares

(12)

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11)

 

    5.45%

(14)

  

Type of Reporting Person (See Instructions)

 

    IN

 

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Item 1. Security and Issuer

This statement relates to the Common Stock $0.01 par value per share, of First Bancshares, Inc., a Missouri corporation (the “Company”), whose principal executive offices are located at 142 East First Street, P.O. Box 777, Mountain Grove, Missouri 65711.

 

Item 2. Identity and Background

 

  i. Mark E. Gardner

 

  ii. 1414 East Primrose, Suite 100, Springfield, Missouri 65804

 

  iii. President, Gardner Capital, Inc., 1414 East Primrose, Suite 100, Springfield, Missouri 65804

 

  iv. During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

  v. During the last five years, the reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

  vi. United States of America

 

Item 3. Source and Amount of Funds or Other Consideration

On March 2, 2009, Mr. Gardner, jointly with his spouse, Valia Gardner, had purchased 1,900 shares, causing Mr. Gardner to obtain beneficial ownership of approximately 5.45% of the issued and outstanding shares of the issuer. The purchase price for shares acquired on or after March 2, 2009, ranged from $10.50 to $8.65 per share.

As of the date hereof, Mr. Gardner beneficially owns 84,485 shares. Mr. Gardner holds 37,000 shares in certificate format (#FB4327), titled solely in his name. Mr. and Mrs. Gardner jointly own 47,485 shares held in book-entry format at Smith, Moore & Co., titled “Mark Gardner and Valia Gardner JTTEN.”

All shares beneficially owned by Mr. Gardner were purchased with his personal funds in open market transactions.

 

Item 4. Purposes of Transaction

Mr. Gardner has increased his percentage ownership as an investment opportunity. At this time, the reporting person has no plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4.

 

Item 5. Interest in Securities of the Issuer

 

  vi. Aggregate number and percentage of class beneficially owned: 84,485 shares of Common Stock, representing approximately 5.45% of all of the outstanding shares in the class.

 

vii.    1.      Sole power to vote or direct vote: 37,000
   2.      Shared power to vote or direct vote: 47,485 (shares held jointly by Mr. and Mrs. Gardner)

 

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   3.      Sole power to dispose or direct the disposition: 37,000
   4.      Shared power to dispose or direct the disposition: 47,485 (47,485 shares held jointly by Mr. and Mrs. Gardner)

 

  viii. During the 60 days prior to the purchase event triggering this filing, and subsequent thereto, Mr. Gardner either solely, or jointly with Mrs. Gardner, purchased the following shares of Common Stock in the open market:

 

Date of Transaction

    Quantity    Price Per
Share

1/16/2009

    98    14.93

1/16/2009

    2    14.93

1/26/2009

    200    12.225

1/26/2009

    100    12.225

1/26/2009

    100    12.22

2/24/2009

    100    10.95

2/24/2009

    1,000    10.8

2/24/2009

    48    10.95

2/24/2009

    200    10.75

2/24/2009

    100    10.93

2/24/2009

    19    10.91

2/24/2009

    70    11

2/24/2009

    50    10.95

2/24/2009

    100    10.95

2/24/2009

    100    10.899

2/24/2009

    83    10.96

2/24/2009

    100    10.92

2/24/2009

    30    10.945

2/26/2009

    100    10.49

3/2/2009

    1,900    10.50

3/3/2009

    5,000    10.499

3/12/2009

    300    9

3/13/2009

    25    8.65

3/13/2009

    4    8.73

3/13/2009

    25    8.65

3/13/2009

    75    8.65

3/13/2009

    100    8.65

 

  ix. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities referenced above.

 

  x. Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

 

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Item 7. Material to be Filed as Exhibits

None.

 

Item 8. SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 8, 2010  

/s/ Mark E. Gardner

  Mark E. Gardner

 

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