Amended Statement of Beneficial Ownership (sc 13d/a)
December 22 2016 - 3:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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UMB Financial Corporation
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(Name of Issuer)
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Common Stock, $1.00 par value
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(Title of Class of Securities)
(CUSIP Number)
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Pam E. Omann
60 South Sixth Street, Suite 3900
Minneapolis, Minnesota 55402
(612) 661-3719
With a copy to:
Joseph T. Kinning
Briggs
and Morgan, P.A.
2200 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
(612) 977-8400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13d-1(f) or 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 §240.13d-7 for other parties to whom copies are to be sent.
*
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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 the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 17 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. 902788108
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Page
2
of 7 Pages
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1.
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Names of
Reporting Persons.
Robert C. Pohlad, Trustee of the Revocable Trust of Robert C.
Pohlad Created U/A dated 8/9/91, as Amended
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
823,492
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
823,492
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
823,492
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☒
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13.
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Percent of Class Represented by Amount
in Row (11)
1.66%
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14.
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Type of Reporting Person (See
Instructions)
OO
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CUSIP No. 902788108
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Page
3
of 7 Pages
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1.
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Names of
Reporting Persons.
William M. Pohlad, Trustee of the Revocable Trust of William M.
Pohlad Created U/A dated 4/15/02, as Amended
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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
|
4.
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Source of Funds
OO
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5.
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
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|
Citizenship or Place of
Organization
United States
|
Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
823,493
|
|
8.
|
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Shared Voting Power
0
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9.
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|
Sole Dispositive Power
823,493
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|
10.
|
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Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
823,493
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
1.66%
|
14.
|
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Type of Reporting Person (See
Instructions)
OO
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|
|
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CUSIP No. 902788108
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Page
4
of 7 Pages
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1.
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Names of
Reporting Persons.
James O. Pohlad, Trustee of the Revocable Trust of James O. Pohlad
Created U/A dated 10/10/87, as Amended
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2.
|
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
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Source of Funds
OO
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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 by
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
823,493
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
823,493
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
823,493
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
1.66%
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
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Page
5
of 7 Pages
The following constitutes Amendment No. 1 to the Schedule 13D filed on June 10, 2015 by Robert C.
Pohlad, Trustee of the Revocable Trust of Robert C. Pohlad Created U/A dated 8/9/91, as Amended (the Revocable Trust of Robert C. Pohlad), William M. Pohlad, Trustee of the Revocable Trust of William M. Pohlad, Created U/A dated 4/15/02,
as Amended (the Revocable Trust of William M. Pohlad) and James O. Pohlad, Trustee of the Revocable Trust of James O. Pohlad Created U/A dated 10/10/87, as Amended (the Revocable Trust of James O. Pohlad) (each individual
referred to as a Reporting Person and collectively as the Reporting Persons). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a)-(b) Each of the Reporting Persons may be deemed to beneficially own 2,470,478 shares of Common Stock or 4.98% of
UMBs Common Stock outstanding, as a group under Rule 13d-5(b) of the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims beneficial ownership of the Common Stock held by each other Reporting Person. The filing of this
Schedule 13D/A shall not be construed as an admission that any Reporting Person is a beneficial owner of the Common Stock owned by any other Reporting Person for the purposes of Sections 13, 14 and 16 of the Securities Exchange Act of 1934.
The Revocable Trust of Robert C. Pohlad owns 823,492 shares of Common Stock. The Revocable Trust of Robert C. Pohlad may be deemed to own 1.66% of UMBs
Common Stock outstanding. Robert C. Pohlad, as trustee of the Revocable Trust of Robert C. Pohlad, has sole voting and investment power as to these shares. Except as set forth herein, neither the Revocable Trust of Robert C. Pohlad, Robert C. Pohlad
(individually or as trustee), nor to the best of his knowledge, any of the other Reporting Persons, is the beneficial owner of any Common Stock.
The
Revocable Trust of William M. Pohlad owns 823,493 shares of Common Stock. The Revocable Trust of William M. Pohlad may be deemed to own 1.66% of UMBs Common Stock outstanding. William M. Pohlad, as trustee of the Revocable Trust of William M.
Pohlad, has sole voting and investment power as to these shares. Except as set forth herein, neither the Revocable Trust of William M. Pohlad, William M. Pohlad (individually or as trustee), nor to the best of his knowledge, any of the other
Reporting Persons, is the beneficial owner of any Common Stock.
The Revocable Trust of James O. Pohlad owns 823,493 shares of Common Stock. The Revocable
Trust of James O. Pohlad may be deemed to own 1.66% of UMBs Common Stock outstanding. James O. Pohlad, as trustee of the Revocable Trust of James O. Pohlad, has sole voting and investment power as to these shares. Except as set forth herein,
neither the Revocable Trust of James O. Pohlad, James O. Pohlad (individually or as trustee), nor to the best of his knowledge, any of the other Reporting Persons, is the beneficial owner of any Common Stock.
(c)
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Transactions effected by the Reporting Persons during the past 60 days are as follows:
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Robert C. Pohlad,
Trustee of the Revocable Trust of Robert C. Pohlad Created U/A dated 8/9/91, as Amended
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Date of Transaction
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Buy/Sale
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Aggregate Amount
of Securities
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Average Price Per
Share
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12/15/16
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Sale
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19,100
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$78.121
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12/16/16
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Sale
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61,334
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$77.213
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12/19/16
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Sale
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33,333
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$76.034
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12/20/16
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Sale
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133,334
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$76.128
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12/21/16
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Sale
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86,233
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$75.998
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Page
6
of 7 Pages
William M. Pohlad, Trustee of the Revocable Trust of William M. Pohlad Created U/A dated 4/15/02, as
Amended
|
|
|
|
|
|
|
Date of Transaction
|
|
Buy/Sale
|
|
Aggregate Amount
of Securities
|
|
Average Price Per
Share
|
12/15/16
|
|
Sale
|
|
19,100
|
|
$78.121
|
12/16/16
|
|
Sale
|
|
61,333
|
|
$77.213
|
12/19/16
|
|
Sale
|
|
33,334
|
|
$76.034
|
12/20/16
|
|
Sale
|
|
133,333
|
|
$76.128
|
12/21/16
|
|
Sale
|
|
86,233
|
|
$75.998
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James O. Pohlad, Trustee of the Revocable Trust of James O. Pohlad Created U/A dated 10/10/87, as Amended
|
|
|
|
|
|
|
Date of Transaction
|
|
Buy/Sale
|
|
Aggregate Amount
of Securities
|
|
Average Price Per
Share
|
12/15/16
|
|
Sale
|
|
19,100
|
|
$78.121
|
12/16/16
|
|
Sale
|
|
61,334
|
|
$77.213
|
12/19/16
|
|
Sale
|
|
33,333
|
|
$76.034
|
12/20/16
|
|
Sale
|
|
133,333
|
|
$76.128
|
12/21/16
|
|
Sale
|
|
86,233
|
|
$75.998
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(e)
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On December 21, 2016, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock.
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Page
7
of 7 Pages
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: December 22, 2016
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Revocable Trust of Robert C. Pohlad Created U/A dated 8/9/91, as Amended
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/s/Robert C. Pohlad
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Robert C. Pohlad
Its: Trustee
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Revocable Trust of William M. Pohlad, Created U/A dated 4/15/02, as Amended
|
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/s/ William M. Pohlad
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William M. Pohlad
Its: Trustee
|
|
Revocable Trust of James O. Pohlad Created U/A dated 10/10/87, as Amended
|
|
/s/ James O. Pohlad
|
James O. Pohlad
Its: Trustee
|
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