Amended Statement of Ownership (sc 13g/a)
20 Januar 2015 - 10:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 21)
NB&T
Financial Group, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
62874 M 10 4
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
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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).
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| CUSIP No. 62874 M 10 4 |
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13G |
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| 1 |
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NAMES OF
REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The National Bank and Trust Company |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ¨ (b) ¨ |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
130,077 |
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6 |
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SHARED VOTING POWER
-0- |
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7 |
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SOLE DISPOSITIVE POWER
161,401 |
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8 |
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SHARED DISPOSITIVE POWER
298,780 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,181 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 13.4% |
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TYPE OF REPORTING PERSON*
BK |
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| CUSIP No. 62874 M 10 4 |
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13G |
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| 1 |
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NAMES OF
REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NB&T Financial Group, Inc., Employee Stock Ownership Plan |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ¨ (b) x |
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
-0- |
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6 |
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SHARED VOTING POWER
-0- |
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7 |
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SOLE DISPOSITIVE POWER
-0- |
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8 |
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SHARED DISPOSITIVE POWER
298,780 |
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,780 |
| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* |
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 8.7% |
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TYPE OF REPORTING PERSON*
EP |
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| Item 1(a). |
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Name of Issuer: |
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NB&T Financial Group, Inc. |
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| Item 1(b). |
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Address of Issuer’s Principal Executive Offices: |
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48 N. South Street |
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Wilmington, Ohio 45177 |
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| Item 2(a). |
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Name of Persons Filing: |
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The National Bank and Trust Company
NB&T Financial Group, Inc., Employee Stock Ownership Plan |
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| Item 2(b). |
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Address of Principal Business Office or, if none, Residence: |
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The National Bank and Trust Company
48 N. South Street Wilmington, Ohio 45177 |
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| Item 2(c). |
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Citizenship: |
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The National Bank and Trust Company: Organized under the laws of the United States |
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NB&T Financial Group, Inc., Employee Stock Ownership Plan: Organized in Ohio |
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| Item 2(d). |
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Title and Class of Securities:
Common Stock |
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| Item 2(e). |
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CUSIP Number
62874 M 10 4 |
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| Item 3. |
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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x |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
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(f) |
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
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(h) |
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A savings association as defined in Section 13(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) |
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A non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
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(k) |
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
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| Item 4. |
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Ownership: |
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| 1. The National Bank and Trust Company
a. Amount
beneficially owned – 460,181
b. Percent of class – 13.4%
c. Number of
shares as to which the person has:
i. Sole power to vote or to direct the vote – 130,077
ii. Shared
power to vote or direct the vote – 0
iii. Sole power to dispose or to direct the disposition of – 161,401
iv. Shared power to
dispose or to direct the disposition of – 298,780
2. NB&T Financial Group, Inc., Employee Stock Ownership Plan
a. Amount
beneficially owned – 298,780
b. Percent of class – 8.7%
c. Number of
shares as to which the person has:
i. Sole power to vote of to direct the vote – 0
ii. Shared
power to vote or direct the vote – 0
iii. Sole power to dispose or to direct the disposition of – 0
iv. Shared power to
dispose or to direct the disposition of – 298,780 At
December 31, 2014, there were 298,780 common shares of NB&T Financial Group, Inc., owned by the NB&T Financial Group, Inc., Employee Stock Ownership Plan (the “Plan”). The National Bank and Trust Company (the “Bank”)
is the trustee of the Plan. Under the terms of the Plan and the Trust Agreement, the trustee votes all of the shares allocated to the accounts of participants as directed by the participants to whose accounts such shares have been allocated. With
respect to unallocated shares and allocated shares with respect to which no instructions have been received, the trustee shall vote such shares in the trustee’s discretion. As of December 31, 2014, 298,780 shares were allocated to Plan
participants. The trustee has limited power to dispose of the Plan
shares, as set forth in the Plan and the Trust Agreement, such as in order to pay participants or to diversify accounts at participant direction or if no funds are otherwise provided to pay expenses of the Plan. The Trustee is directed by the Plan
to invest Plan assets primarily in shares of NB&T Financial Group, Inc.
The Bank also holds additional shares as Trustee of various other trusts.
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| Item 5. |
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Ownership of Five Percent or Less of a Class: |
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Inapplicable |
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| Item 6. |
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Ownership of More Than Five Percent on Behalf of Another Person: |
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Inapplicable |
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| Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
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Inapplicable |
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| Item 8. |
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Identification and Classification of Members of the Group: |
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Inapplicable |
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| Item 9. |
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Notice of Dissolution of Group: |
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Inapplicable |
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| Item 10. |
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Certification: |
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.
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.
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THE NATIONAL BANK AND TRUST COMPANY |
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| January 20, 2015 |
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By |
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/s/ Craig F. Fortin |
| Date |
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Craig F. Fortin |
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its Senior Vice President |
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NB&T FINANCIAL GROUP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN |
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| January 20, 2015 |
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By |
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The National Bank and Trust Company, Trustee |
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By |
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/s/ Craig F. Fortin |
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Craig F. Fortin |
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its Senior Vice President |
7
EXHIBIT A
AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed with the Securities and Exchange Commission to report their beneficial
ownership of more than 5% of the common shares of NB&T Financial Group, Inc., an Ohio corporation, shall be, and is, filed on behalf of each of the undersigned.
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THE NATIONAL BANK AND TRUST COMPANY |
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| January 20, 2015 |
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By |
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/s/ Craig F. Fortin |
| Date |
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Craig F. Fortin |
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Senior Vice President |
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NB&T FINANCIAL GROUP, INC.,
EMPLOYEE STOCK OWNERSHIP PLAN |
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| January 20, 2015 |
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By |
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The National Bank and Trust
Company, Trustee |
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By |
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/s/ Craig F. Fortin |
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Craig F. Fortin |
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Senior Vice President |
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