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Section 1: SC 13D/A (SC 13D/A)

Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ---------------------------------------------------------------- 
SCHEDULE 13D

 
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
 
---------------------------------------------------------------- 
FIRST INTERSTATE BANCSYSTEM, INC.
(Name of Issuer)
Class A Common Stock and Class B Common Stock
(Title of Class of Securities)
Class A Common Stock: 32055Y 201; Class B Common Stock: 32055Y 300
(CUSIP Number)
James R. Scott
c/o First Interstate BancSystem, Inc.
401 North 31st Street
Billings, Montana 59116
(406) 255-5390
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 20, 2020
(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 §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 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 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).
(Page 1 of 18 Pages)



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 2 of 18 Pages



1.
Names of Reporting Persons
 
Risa K. Scott
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; OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
California, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7.
Sole Voting Power
 
4,205,182 (of which 4,204,347 are shares of Class B Common Stock and 835 are shares of Class A Common Stock)
8.
Shared Voting Power
 
85,836 (all of which are shares of Class B Common Stock)
9.
Sole Dispositive Power
 
4,205,182 (of which 4,204,347 are shares of Class B Common Stock and 835 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
85,836 (all of which are shares of Class B Common Stock
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,291,018 (of which 4,290,183 are shares of Class B Common Stock and 835 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
9.2% Class A Common Stock; 19.5% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 3 of 18 Pages

1.
Names of Reporting Persons
 
N Bar 5, Limited Partnership
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)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Delaware, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7.
Sole Voting Power
 
3,795,676 (all of which are shares of Class B Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
3,795,676 (all of which are shares of Class B Common Stock)
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,795,676 (all of which are shares of Class B Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
8.2% Class A Common Stock; 17.3% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
PN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 4 of 18 Pages

1.
Names of Reporting Persons
 
James R. Scott
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
 
Montana, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
4,279,213 (of which 4,238,025 are shares of Class B Common Stock and 41,188)
8.
Shared Voting Power
 
398,082 (of which 367,984 are shares of Class B Common Stock and 30,098 are shares of Class A Common Stock)
9.
Sole Dispositive Power
 
4,279,213 (of which 4,238,025 are shares of Class B Common Stock and 41,188 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
398,082 (of which 367,984 are shares of Class B Common Stock and 30,098 are shares of Class A Common Stock)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,677,295 (of which 4,606,009 are shares of Class B Common Stock and 71,286 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
9.9% Class A Common Stock; 21% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 5 of 18 Pages

1.
Names of Reporting Persons
 
John M. Heyneman, Jr.
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
 
Wyoming, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
1,247,984 (of which 1,240,713 are shares of Class B Common Stock and 7,271 are shares of Class A Common Stock)
8.
Shared Voting Power
 
343,344 (all of which are shares of Class B Common Stock)
9.
Sole Dispositive Power
 
1,247,984 (of which 1,240,713 are shares of Class B Common Stock and 7,271 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
343,344 (all of which are shares of Class B Common Stock)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,591,328 (of which 1,584,057 are shares of Class B Common Stock and 7,271 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
3.6% Class A Common Stock; 7.1% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 6 of 18 Pages

1.
Names of Reporting Persons
 
Julie Scott Rose
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
 
North Carolina, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
2,570,232 (of which 2,570,027 are shares of Class B Common Stock and 205 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
2,570,232 (of which 2,570,027 are shares of Class B Common Stock and 205 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,570,232 (of which 2,570,027 are shares of Class B Common Stock and 205 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
5.7% Class A Common Stock; 11.7% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 7 of 18 Pages

1.
Names of Reporting Persons
 
Homer A. Scott, Jr.
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
 
Wyoming, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
2,201,908 (of which 2,166,526 are shares of Class B Common Stock and 35,382 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
26,193 (all of which are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
2,175,715 (of which 2,166,526 are shares of Class B Common Stock and 9,189 are shares of Class A Common Stock)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,201,908 (of which 2,166,526 are shares of Class B Common Stock and 35,382 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
4.9% Class A Common Stock; 9.9% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 8 of 18 Pages

1.
Names of Reporting Persons
 
Susan S. Heyneman
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
 
Montana, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
845,855 (of which 829,680 are shares of Class B Common Stock and 16,175 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
845,855 (of which 829,680 are shares of Class B Common Stock and 16,175 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
0

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
845,855 (of which 829,680 are shares of Class B Common Stock and 16,175 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
1.9% Class A Common Stock; 3.8% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 9 of 18 Pages

1.
Names of Reporting Persons
 
James R. Scott, Jr.
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, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Oregon, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
94,117 (of which 46,570 are shares of Class B Common Stock and 47,547 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
94,117 (of which 46,570 are shares of Class B Common Stock and 47,547 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
94,117 (of which 46,570 are shares of Class B Common Stock and 47,547 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.2% Class A Common Stock; 0.2% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 10 of 18 Pages

1.
Names of Reporting Persons
 
Jonathan R. Scott
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, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Arizona, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
568,510 (of which 565,996 are shares of Class B Common Stock and 2,514 are shares of Class A Common Stock)
8.
Shared Voting Power
 
166,162 (all of which are shares of Class B Common Stock)
9.
Sole Dispositive Power
 
568,510 (of which 565,996 are shares of Class B Common Stock and 2,514 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
166,162 (all of which are shares of Class B Common Stock)

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
734,672 (of which 732,158 are shares of Class B Common Stock and 2,514 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
1.7% Class A Common Stock; 3.3% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 11 of 18 Pages

1.
Names of Reporting Persons
 
Jeremy Scott
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, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Wyoming, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
13,674 (all of which are shares of Class B Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
13,674 (all of which are shares of Class B Common Stock)
10.
Shared Dispositive Power
 
0

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
13,674 (all of which are shares of Class B Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0% Class A Common Stock; 0.1% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 12 of 18 Pages


ITEM 1.
SECURITY AND ISSUER
This filing relates to shares of the Class A common stock, no par value per share ("Class A Stock"), and the Class B common stock, no par value per share (the “Class B Stock” and, together with the Class A Stock, the "Common Stock"), of First Interstate BancSystem, Inc., a Montana corporation (the “Issuer”), which has its principal executive offices at 401 North 31st Street, Billings, Montana 59116. The Class A Stock is listed on the NASDAQ stock market under the symbol “FIBK.” The Class B Stock, which is not listed on any market or exchange, is convertible at any time into Class A Stock on a share for share basis at the discretion of the holder. The conversion feature of the Class B Stock does not expire. Each share of Class A Stock is entitled to one vote per share. Each share of Class B Stock is entitled to five votes per share.

The Issuer had 42,579,590 shares of Class A Stock and 21,981,114 shares of Class B Stock outstanding as of June 30, 2020. All beneficial ownership and voting power percentage calculations with respect to the Common Stock are based on the outstanding shares as of such date. All beneficial ownership calculations contained in this Schedule 13D have been made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

ITEM 2.
IDENTITY AND BACKGROUND
(a) – (c) This schedule is being filed by each of Risa K. Scott, N Bar 5, Limited Partnership (“N Bar 5”), James R. Scott, John M. Heyneman, Jr., Julie Scott Rose, Homer A. Scott, Jr., Susan S. Heyneman, James R. Scott, Jr., Jonathan R. Scott, and Jeremy Scott (each, a “Reporting Person” and collectively, the “Reporting Persons”).

Ms. Risa K. Scott is the sister of the late Mr. Randall I. Scott, who served as a director of the Issuer from 1993 to 2002 and from 2003 to 2011 and from 2012 to 2019. Ms. Scott is also Managing General Partner of N Bar 5, a Delaware limited partnership engaged in the business of managing investments. The business address for each of Ms. Scott and N Bar 5 is P.O. Box 7113, Billings, Montana 59103.

Mr. James R. Scott has been a director of the Issuer since 1971, and he served as the Vice Chairman of the Issuer’s board of directors from 1990 through 2012, the Executive Vice Chairman of the Issuer’s board of directors from 2013 through 2015, and the Chairman of the board of directors from January 2016 until May 2020. Mr. Scott is also Managing Partner of J.S. Investments Limited Partnership ("J.S. Investments") and a board member of Foundation for Community Vitality. The business address for Mr. Scott is P.O. Box 7113, Billings, Montana 59103.

Mr. John M. Heyneman, Jr. was a director of the Issuer from 2010 through 2015 and re-elected in May 2018. Mr. Heyneman is currently the Executive Director for the Plank Stewardship Initiative, a non-profit organization providing technical solutions to ranchers in the Northern Great Plains. Mr. Heyneman was previously Project Manager of Partnership for Wyoming’s Future from 2009 through 2012. Mr. Heyneman is Chairman of the Padlock Ranch Corporation, and Managing General Partner of Towanda Investments Limited Partnership (“Towanda”), a Delaware limited partnership engaged in the business of managing investments. The business address for Mr. Heyneman is 4100 Big Horn Avenue, Sheridan, Wyoming 82801.

Ms. Julie Scott Rose, a retired director of the Issuer, is the daughter of the late Mr. Thomas W. Scott, who was a director of the Issuer from 1971 until his retirement effective January 21, 2016. Mr. Scott served as Chair of the Issuer’s board of directors from 2004 through 2015. Ms. Rose’s business address is 31 Busbee Road, Asheville, NC 28803.

Mr. Homer A. Scott, Jr. is a retired director of the Issuer. Mr. Scott’s business address is P.O. Box 2007, Sheridan, Wyoming 82801.

Ms. Susan S. Heyneman is a retired director of the Issuer. Ms. Heyneman’s business address is P.O. Box 7113, Billings, Montana, 59103.

Mr. James R. Scott, Jr. has been a director of the Issuer since May 2015. Mr. Scott served as a Commercial Loan Manager with the Issuer in Ashland, Oregon from 2017 to 2019. Prior to his appointment as Commercial Loan Manager, Mr. Scott was a Vice President in the Issuer’s Missoula Commercial Banking group. From 2010 to 2014, Mr. Scott was an analyst in commercial banking with Citywide Banks of Denver, Colorado. The business address for Mr. Scott is 315 High Street, Ashland, Oregon 97520.

Mr. Jonathan R. Scott has been a director of the Issuer since February 2020. Mr. Scott previously served as a director from 2006 to 2011 and 2013 to 2019. Mr. Scott served as President of the Issuer’s Jackson branch from 2011 to 2019. Prior to that appointment, Mr. Scott served in various management and other positions with the Issuer including serving as Community Development officer from 2008 to 2011, President of FIB CT, LLC, dba Crytech, a related non-bank subsidiary of the Issuer


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 13 of 18 Pages

from 2004 to 2008, and an employee of the Issuer’s Financial Services and Marketing Divisions from 1998 to 2004. The business address for Mr. Scott is 3544 E. Rose Lane, Paradise Valley, Arizona 85253.

Mr. Jeremy Scott is the nephew of the late Mr. Randall I. Scott. The business address for Mr. Scott is P.O. Box 592, Dayton, Wyoming 82836.

(d) – (e) During the last five years, none of the foregoing Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

(f) Each of the foregoing Reporting Persons and other natural persons for whom information has been provided is a citizen of the United States of America.

ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This filing does not reflect any purchase of securities by the Reporting Persons. Rather, this filing is being made to reflect the addition of Ms. Rose as a member of the SFFSG (as defined below) and therefore as a Reporting Person hereunder, following the passing on June 20, 2020, of her father, Mr. Thomas W. Scott, who as a result has been removed as a Reporting Person.
 
ITEM 4.PURPOSE OF TRANSACTION
Each Reporting Person, as either one of the descendants of Homer Scott, Sr., the founder of the Issuer, or an affiliate thereof, has been a long-time beneficial owner of shares of Common Stock. Prior to the effective date of the Charter (as defined below), the shares of capital stock held by each of the Reporting Persons have been held without any arrangement, relationship, understanding or agreement among them to act together for the purpose of acquiring, holding, voting or disposing of any of such equity securities or to otherwise seek to influence on a concerted basis control over the Issuer, other than the Shareholder Agreement (as defined below), including predecessor versions thereof, which contains certain customary transfer restrictions and provides the parties thereto a right of first refusal, except for certain permitted transfers.

Randall Scott, an original Reporting Person, passed away on November 9, 2019. Risa Kae Scott, his sister, was elected to be the next Managing General Partner of N Bar 5 on November 15, 2020. Ms. Scott also agreed to replace Randall Scott as a Reporting Person. Thomas W. Scott, another original Reporting Person, passed away on June 20, 2020. Julie S. Rose, his daughter, agreed to replace Thomas W. Scott as a Reporting Person. In addition, as part of the Dan Scott (deceased father of Randall and Risa Scott) family succession plan, Ms. Scott’s and Randall Scott’s nephew, Jeremy Scott, agreed to become a Reporting Person. Also, as part of the James Scott family succession planning, James Scott, Jr., his son, agreed to become a Reporting Person. Similarly, as part of the Thomas Scott family succession planning, Jonathan Scott, his son, agreed to become a Reporting Person.

The Scott Family FIBK Shareholder Group (“SFFSG”) was established effective February 21, 2020. The SFFSG members are subject to and bound by a charter (the “Charter”) that was adopted for the purposes of formalizing the efforts of the SFFSG members to (a) reach consensus on matters of importance to them with respect to the Issuer, including matters requiring the vote of the shareholders of the Issuer, and (b) provide a vehicle to communicate such consensus views in a timely and efficient manner to the Issuer’s independent directors and senior management team. The SFFSG members believe that this arrangement will enable more effective dialogue with such directors and management. The SFFSG members have entered into confidentiality agreements with the Issuer and have agreed to abide by the terms of the Issuer’s insider trading policy with respect to the information they may receive from time to time by the Issuer as a result of this arrangement. By forming the SFFSG, the Reporting Persons, which own collectively and in the aggregate more than 50% of the outstanding voting securities of the Issuer, also intend to act in a manner such that the Issuer continues to qualify for the “controlled company” exemption under the NASDAQ Marketplace Rules.

While the goal of the SFFSG is to act collectively and in a unified manner on issues of importance to them regarding the Issuer, the Charter does not bind the SFFSG members to vote in unison the shares of Common Stock beneficially held by them. In addition, the Charter does not restrict the ability of any SFFSG member to dispose of shares of Common Stock beneficially held by such member.

Other than in connection with the contracts, arrangements, understandings or relationships with respect to securities of the Issuer described in Item 6 below, including the Scott Family Shareholders’ Agreement among Scott family members dated


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 14 of 18 Pages

October 29, 2010 (the “Shareholder Agreement”), and as described above in this Item 4, there are no other plans or proposals that would result in the acquisition of additional securities or disposition of additional securities of the Issuer.

The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons acquired the securities described herein for investment purposes and they intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with management and the board of directors of the Issuer, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board of director structure (including board of director composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional shares of Common Stock and/or warrants, selling some or all of its shares of Common Stock and/or warrants, or changing its intention with respect to any and all matters referred to in this Item 4.

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER
(a) – (b) The group composed of the Reporting Persons included in this filing beneficially owns an aggregate of 16,934,468 shares of Common Stock (of which 16,753,253 are shares of Class B Stock and 181,215 are shares of Class A Stock), representing approximately 28.5% of the Class A Stock and 76.2% of the Class B Stock. Such shares of Common Stock represent approximately 55.1% of the voting power of the Common Stock. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below.

Risa K. Scott beneficially owns 4,291,018 shares of Common Stock (of which 4,290,183 are shares of Class B Stock and 835 are shares of Class A Stock), representing 9.2% of the Class A Stock and 19.5% of the Class B Stock. This amount includes 3,795,676 shares of Class B Stock held by N Bar 5, over which Ms. Scott has sole voting and dispositive power as its Managing General Partner. Ms. Scott disclaims beneficial ownership of the shares owned by N Bar 5 except to the extent of her pecuniary interest therein. The shares of Class B Stock held by N Bar 5 represent 8.2% of the Class A Stock and 17.3% of the Class B Stock. Ms. Scott has sole voting and dispositive power over an additional 272,308 shares of Class B Stock held by a trust for which Ms. Scott serves as trustee and is a beneficiary. Ms. Scott has shared voting and dispositive power over an additional 85,836 shares of Class B Stock held by a family trust, of which Ms. Scott is the co-trustee and beneficiary.

James R. Scott beneficially owns 4,677,295 shares of Common Stock (of which 4,606,009 are shares of Class B Stock and 71,286 are shares of Class A Stock), representing 9.9% of the Class A Stock and 21.0% of the Class B Stock. Mr. Scott has sole voting and dispositive power over 4,279,213 shares of Common Stock (of which 4,238,025 are shares of Class B Stock and 41,188 are shares of Class A Stock), which includes 2,263,987 shares of Class B Stock held as co-trustee of the James R. Scott Revocable Trust, 1,901,036 shares of Class B Stock held by J.S. Investments, with respect to which Mr. Scott acts as the Managing General Partner, 73,002 shares of Class B Stock held as conservator for a custodial account, 17,764 shares of Class A Stock owned through Mr. Scott’s 401(k) plan account pursuant to the Savings and Profit Sharing Plan of First Interstate BancSystem, Inc., and 14,473 shares of Class A Stock held through a brokerage account for the benefit of a trust with respect to which Mr. Scott is trustee and a beneficiary. Mr. Scott has shared voting and dispositive power over 398,082 shares of Common Stock (of which 367,984 are shares of Class B Stock and 30,098 are shares of Class A Stock), which includes 35,240 shares of Class B Stock held as president of a family charitable foundation, 10,103 shares of Class B Stock held as co-trustee of a trust of a family member, and 352,739 shares of Common Stock (of which 322,641 are shares of Class B Stock and 30,098 are shares of Class A Stock) held as a board member of Foundation for Community Vitality, a non-profit organization.

John M. Heyneman, Jr. beneficially owns 1,591,328 shares of Common Stock (of which 1,584,057 are shares of Class B Stock and 7,271 are shares of Class A Stock), representing 3.6% of the Class A Stock and 7.2% of the Class B Stock. This amount includes 1,085,792 shares of Class B Stock held by Towanda, over which Mr. Heyneman has sole voting and dispositive power as its Managing General Partner. Mr. Heyneman disclaims beneficial ownership of the


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shares owned by Towanda except to the extent of his pecuniary interest therein. Mr. Heyneman has sole voting and dispositive power over an additional 162,192 shares of Common Stock (of which 154,921 are shares of Class B Stock and 7,271 are shares of Class A Stock), which includes 139,921 shares of Class B Stock held as trustee of the John M. Heyneman, Jr. Revocable Trust. Mr. Heyneman has shared voting and dispositive power over 343,344 shares of Class B Stock held by four separate trusts, of which Mr. Heyneman is the co-trustee of each trust. Mr. Heyneman disclaims beneficial ownership of all shares of Class B Stock held by such trusts, the beneficiaries of which are various family members.

Julie Scott Rose beneficially owns 2,570,232 shares of Common Stock (of which 2,570,027 are shares of Class B Stock and 205 are shares of Class A Stock), representing 5.7% of the Class A Stock and 11.7% of the Class B Stock. This amount includes 2,568,299 shares held in trust for the benefit of various family members who are the heirs of Mr. Thomas W. Scott. Ms. Rose disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

Homer A. Scott, Jr. beneficially owns 2,201,908 shares of Common Stock (of which 2,166,526 are Class B Stock and 35,382 are shares of Class A Stock), representing 4.9% of the Class A Stock and 9.9% of the Class B Stock. Mr. Scott has sole voting and shared dispositive power over all of the shares of Class B Stock and 9,189 shares of Class A Stock, which are held by Mr. Scott as co-trustee of the Homer A. Scott, Jr. Revocable Trust. Mr. Scott has sole voting and dispositive power over an additional 26,193 shares of Class A Stock owned through Mr. Scott’s individual retirement account.

Susan S. Heyneman beneficially owns 845,855 shares of Common Stock (of which 829,680 are shares of Class B Stock and 16,175 are shares of Class A Stock), representing 1.9% of the Class A Stock and 3.8% of the Class B Stock. Ms. Heyneman has sole voting and dispositive power over all of these shares of Common Stock, which are held by Ms. Heyneman as co-trustee of the Susan Heyneman 2008 Revocable Trust.

James R. Scott Jr. beneficially owns 94,117 shares of Common Stock (of which 46,570 are shares of Class B Stock and 47,547 are shares of Class A stock), representing 0.2% of the Class A Stock and 0.2% of the Class B Stock. Mr. Scott has sole voting and dispositive power over all of these shares of Common Stock.

Jonathan R. Scott beneficially owns 734,672 shares of Common Stock (of which 732,158 are shares of Class B Stock and 2,514 are shares of Class A Stock), representing 1.7% of the Class A Stock and 3.3% of the Class B Stock. Mr. Scott has sole voting and dispositive power over 568,510 shares of Common Stock (of which 565,996 are shares of Class B Stock and 2,514 are shares of Class A Stock), which includes 565,731 shares of Class B Stock and 2,514 shares of Class A Stock held as trustee of the Jonathan R. Scott Trust. Mr. Scott has shared voting and dispositive power over 166,162 shares of Class B stock held by two trusts, of which Mr. Scott is the co-trustee of each trust. Mr. Scott disclaims beneficial ownership of all shares of Class B Stock held by such trusts, the beneficiaries of which are various family members.

Jeremy Scott beneficially owns 13,674 shares of Common Stock (all of which are shares of Class B Stock), representing 0.0% of the Class A Stock and 0.1% of the Class B Stock. Mr. Scott has sole voting and dispositive power over all of such shares of Common Stock.

(c) The following transactions in shares of Common Stock of the Issuer during the 60 days preceding the date hereof were effected by persons identified in Item 2. Shares of Class B Stock transferred to persons other than “permitted transferees” under the Issuer’s Third Amended and Restated Articles of Incorporation are automatically converted into shares of Class A Stock upon transfer.
 
June 12, 2020 Risa K. Scott converted 14,000 shares of Class B Stock into 14,000 shares of Class A Stock on May 29, 2020, disposed of 13,250 shares of Class A Stock in a gift transaction on , and disposed of beneficial ownership in an exchange of 1,143 shares of Class B Stock on June 15, 2020.



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John M. Heyneman, Jr. received an award of 1,440 shares of Class A Stock on June 1, 2020 for service on the Issuer’s board of directors.

James R. Scott received an award of 2,720 shares of Class A Stock on June 1, 2020 for service on the Issuer’s board of directors, and disposed of beneficial ownership in an exchange of 5,715 shares of Class B Stock on June 15, 2020.

Homer A. Scott, Jr. disposed of 3,225 shares of Class A Stock in a gift transaction on May 29, 2020, and disposed of beneficial ownership in an exchange of 5,715 shares of Class B Stock on June 15, 2020.

Susan S. Heyneman converted 7,950 shares of Class B Stock into 7,950 shares of Class A Stock on May 5, 2020, and disposed of beneficial ownership in an exchange of 5,715 shares of Class B Stock on June 15, 2020.

(d) The Reporting Persons know of no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities of the Issuer.

(e) Not applicable.

ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
As described in Item 4 above, the Reporting Persons have agreed to effect as a group influence or control over the Issuer, and have agreed to conduct themselves in accordance with the terms of the Charter. As referenced in Item 4 above, the Reporting Persons are also parties to or subject to the contracts, arrangements, understandings, and relationships described in this Item 6.

Currently, the Reporting Persons are parties to the Shareholder Agreement, which contains certain customary transfer restrictions with respect to the Class B Stock and provides the parties thereto a right of first refusal, except for certain permitted transfers. The primary purpose of the Shareholder Agreement is to preserve opportunities within the extended Scott family to purchase shares of Class B Stock before they are converted and sold in the open market as shares of Class A Stock. The Shareholder Agreement is not applicable to shares of Class A Stock and, except as specifically set forth therein, does not provide for any arrangement, relationship, understanding or agreement among them to act together for the purpose of acquiring, holding, voting or disposing of any of such equity securities or to otherwise seek to influence on a concerted basis control over the Issuer. A copy of the Shareholder Agreement was previously filed with the Securities and Exchange Commission. The foregoing description of the Shareholder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference.

Additionally, certain of the Reporting Persons may have pledged their interests in the shares of Common Stock as collateral for loans from third-party financial institutions pursuant to various loan agreements.























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ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.
 
Exhibit No.  Title
99.1  Amended and Restated Joint Filing Agreement
99.2*  Power of Attorney
99.3*  Power of Attorney of Ms. Susan S. Heyneman
99.4*Power of Attorney of Ms. Risa K. Scott
99.5*
Power of Attorney of Mr. James R. Scott, Jr.
99.6*Power of Attorney of Mr. Jonathan R. Scott
99.7*Power of Attorney of Mr. Jeremy Scott
99.8Power of Attorney of Ms. Julie Scott Rose
99.9*SFFSG Committee Charter dated as of February 21, 2020
99.10*Scott Family Shareholders’ Agreement dated October 29, 2010
 
*Previously filed.



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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.
 
July 2, 2020
Date
*
Risa K. Scott
N Bar 5, Limited Partnership
By:*
Name:Risa K. Scott
Title:Managing General Partner
*
James R. Scott
*
John M. Heyneman, Jr.
*
Julie Scott Rose
*
Homer A. Scott, Jr.
*
Susan S. Heyneman
*
James R. Scott, Jr.
*
Jonathan R. Scott
*
Jeremy Scott
*By:     /s/ TIMOTHY LEUTHOLD
Timothy Leuthold, as attorney-in-fact
 


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EXHIBIT INDEX
 
Exhibit No.  Title
99.1  Amended and Restated Joint Filing Agreement
99.2*  Power of Attorney
99.3*  Power of Attorney of Ms. Susan S. Heyneman
99.4*Power of Attorney of Ms. Risa K. Scott
99.5*Power of Attorney of Mr. James R. Scott, Jr.
99.6*Power of Attorney of Mr. Jonathan R. Scott
99.7*Power of Attorney of Mr. Jeremy Scott
99.8Power of Attorney of Ms. Julie Scott Rose
99.9*SFFSG Committee Charter dated February 21, 2020
99.10*Scott Family Shareholders’ Agreement dated October 29, 2010
 
*Previously filed.



































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Section 2: EX-99.1 (EX-99.1-AMENDEDANDRESTATEDJOINTFILINGAGREEMENT)

Document

Exhibit 99.1

AMENDED AND RESTATED JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)

This Amended and Restated Joint Filing Agreement (this “Agreement”) is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” Each Joint Filer agrees that a statement of beneficial ownership as required by Section 13(d) of the Exchange Act and the rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to his, her or its ownership of the Class A Common Stock and Class B Common Stock of First Interstate BancSystem, Inc., and that said joint filing may thereafter be amended by further joint filings. Each Joint Filer states that he, she or it satisfied the requirements for making a joint filing under Rule 13d-1. 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, each of the undersigned hereby execute and deliver this Agreement as of this 1st day of July, 2020.
JOINT FILERS
*
James R. Scott, Jr.
*
Jeremy Scott
*
Jonathan R. Scott
*
Risa K. Scott
N Bar 5, Limited Partnership
By:*
Name:Risa K. Scott
Title:Managing General Partner
*
James R. Scott
*
John M. Heyneman, Jr.
*
Julie Scott Rose
*
Homer A. Scott, Jr.
*
Susan S. Heyneman
*By:/s/ TIMOTHY LEUTHOLD
Timothy Leuthold, as attorney-in-fact


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Section 3: EX-99.8 (EX-99.8-JULIESCOTTROSEPOA)

Document

  Exhibit 99.8

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Timothy Leuthold, Kirk Jensen, Brooke Buchanan, and Brian Murphy as her true and lawful attorneys-in-fact, with full power of substitution in any and all capacities, to:

(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) and Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Act”), or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of First Interstate BancSystem, Inc. (the “Company”), any and all Forms 3, 4, and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Act or Schedules 13D or 13G required to be filed by Section 13(d) or Section 13(g) of the Act and the rules and regulations thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16, Section 13(d) or Section 13(g) of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of June, 2020.
/s/ Julie Scott Rose
Julie Scott Rose

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