Amended Statement of Beneficial Ownership (sc 13d/a)
15 Septembre 2015 - 5:45PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
River Valley
Bancorp
(Name of Issuer)
common stock, without par value
(Title of Class of Securities)
768475105
(CUSIP Number)
Thomas M. Davee
430 Fairmount Drive
Madison, Indiana 47250
(812) 701-3328
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 2015
(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 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 persons 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) |
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Name of
Reporting Persons Thomas M. Davee |
2) |
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Check The Appropriate Box If a Member
of a Group (See Instructions)
(a) ¨ (b) ¨ |
3) |
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SEC Use Only
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4) |
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Source of Funds (See Instructions)
personal funds |
5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
not applicable |
6) |
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Citizenship or Place of
Organization USA |
Number of Shares Beneficially Owned By Each
Reporting Person With |
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(7) |
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Sole Voting Power
0 |
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(8) |
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Shared Voting Power
158,374 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
158,374 |
11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person
158,374 shares |
12) |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13) |
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Percent of Class Represented By Amount
in Row (11) 6.3% |
14) |
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Type of Reporting Person (See
Instructions) IN |
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1) |
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Name of
Reporting Persons Mary E. Davee |
2) |
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Check The Appropriate Box If a Member
of a Group (See Instructions)
(a) ¨ (b) ¨ |
3) |
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SEC Use Only
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4) |
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Source of Funds (See Instructions)
personal funds |
5) |
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Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
not applicable |
6) |
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Citizenship or Place of
Organization USA |
Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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(7) |
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Sole Voting Power
0 |
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(8) |
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Shared Voting Power
158,374 |
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(9) |
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Sole Dispositive Power
0 |
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(10) |
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Shared Dispositive Power
158,374 |
11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person
158,374 shares |
12) |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13) |
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Percent of Class Represented By Amount
in Row (11) 6.3% |
14) |
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Type of Reporting Person (See
Instructions) IN |
This Amendment No. 3 amends the Schedule 13D filed April 14, 2008, as amended by
Amendment No. 1 filed December 1, 2008, and Amendment No. 2 filed April 14, 2015.
Item 1. |
Security and Issuer |
Not amended
Item 2. |
Identity and Background |
Not amended
Item 3. |
Source and Amount of Funds or Other Consideration |
Not amended
Item 4. |
Purpose of Transaction |
The reporting persons reserve the right to take any of
the actions outlined in Item 4 of Schedule 13D, paragraphs (a) through (j). Mr. Thomas M. Davee, one of the reporting persons, is considering submission to River Valley Bancorp before the November 19, 2015 deadline disclosed
in River Valley Bancorps 2015 annual meeting proxy statement a shareholder proposal for inclusion in the 2016 annual meeting proxy statement. The shareholder proposal would be submitted under SEC Rule 14a-8. Mr. Davee is specifically
considering a proposal that would give shareholders the opportunity to express their opinion about the restriction in Section 11.01 of the Articles of Incorporation that affects share holdings exceeding 10% of outstanding shares, treating
shares over 10% as so-called excess shares and denying their voting rights. The proposal would, if adopted, request the board of directors to propose for shareholder approval an amendment eliminating the restriction. The governing documents of River
Valley Bancorp contain numerous unusual provisions that Mr. Davee believes are contrary to good corporate governance and entrench current management and the board at the expense of shareholder value, including the provision denying voting
rights of excess shares. Mr. Davee has not finalized plans for submitting a shareholder proposal. The proposal he actually submits to River Valley Bancorp may differ from the proposal outlined concerning voting rights of excess shares, possibly
giving shareholders the opportunity to express their opinion about different corporate governance shortcomings or about additional corporate governance questions.
Item 5. |
Interest in Securities of the Issuer |
(a) Number and percentage of shares
held. The reporting persons hold 158,374 shares of River Valley Bancorp common stock. According to River Valley Bancorps Form 10-Q for the quarter ended June 30, 2015, there were 2,513,696 shares of River Valley Bancorp common stock
outstanding as of August 12, 2015. The 158,374 shares held by the reporting persons constitute 6.3% of those shares.
(b) Voting
power and power to dispose. Not amended
(c) Transactions in the past 60 Days. The reporting persons transactions in
River Valley Bancorp common stock in the past 60 days consist of the following purchases:
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date of purchase |
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number of shares purchased |
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purchase price per share |
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July 14, 2015 |
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1,300 |
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22.95 |
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July 24, 2015 |
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9,100 |
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22.92 |
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July 29, 2015 |
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3,900 |
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22.90 |
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August 4, 2015 |
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1,500 |
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22.75 |
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August 5, 2015 |
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800 |
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22.76 |
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August 6, 2015 |
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4,824 |
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22.89 |
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September 10, 2015 |
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8,054 |
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22.48 |
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(d) Dividends and Proceeds of Sale. Not amended
(e) Date on Which the Reporting Persons Ceased to Be Beneficial Owners of More than 5%.
Not amended
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Not amended
Item 7. |
Material to be Filed as Exhibits |
None
SIGNATURES
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.
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Date: |
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September 15, 2015 |
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By: |
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/s/ Thomas M. Davee |
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Thomas M. Davee |
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Date: |
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September 15, 2015 |
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By: |
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/s/ Mary E. Davee |
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Mary E. Davee |
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