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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. 15)*
 
---------------------------------------------------------------- 
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)
September 14, 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
 
409,506 (of which 408,671 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
 
409,506 (of which 408,671 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
 
495,342 (of which 494,507 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)
 
1.1% Class A Common Stock; 2.2% 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
 
2,192,719 (of which 2,166,526 are shares of Class B Common Stock and 26,193 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
 
2,166,526 (all of which are shares of Class B Common Stock Common Stock)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,192,719 (of which 2,166,526 are shares of Class B Common Stock and 26,193 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
 
829,680 (all of which are shares of Class B Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
829,680 (all of which are shares of Class B Common Stock)
10.
Shared Dispositive Power
 
0

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
829,680 (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)
 
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
 
3,809,350 (all of which are shares of Class B Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
3,809,350 (all of which are shares of Class B Common Stock)
10.
Shared Dispositive Power
 
0

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,809,350 (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)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 12 of 18 Pages


EXPLANATORY NOTE
This Amendment No. 15 to Schedule 13D is being filed by the undersigned solely to (i) report a change in the Managing General Partner of one of the reporting persons, N Bar 5, Limited Partnership (“N Bar 5”), which resulted in a change in beneficial ownership between two of the other reporting persons, (ii) file as an exhibit a revised SFFSG (as defined below) Charter (as defined below), which has been revised to add reference to two new members to the SFFSG and to reflect that Julie Scott Rose has replaced Thomas W. Scott as a member of the SFFSG, (iii) report two gift transactions that occurred during the 60 days preceding the date hereof, and (iv) make other minor conforming changes associated with the foregoing. Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the undersigned are setting forth the complete text of each item presented as amended, and is excluding the other items which were not required to be changed in respect of the foregoing.

ITEM 2.
IDENTITY AND BACKGROUND
(a) – (c) This schedule is being filed by each of Risa K. Scott, 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. The business address for Ms. Scott 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 is a retired director of the Issuer. 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 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.



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 13 of 18 Pages

Mr. Jeremy Scott is the Managing General Partner of N Bar 5, a Delaware limited partnership engaged in the business of managing investments. The business address for Mr. Scott is P.O. Box 592, Dayton, Wyoming 82836, and for N Bar 5 is P.O. Box 7113, Billings, Montana 59103.

(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 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, and except to the extent that some of the Reporting Persons and former reporting persons signatory to earlier versions of this amended Schedule 13D verbally agreed to act in a manner necessary to ensure that the Issuer qualified for the “controlled company” exemption under the NASDAQ Marketplace Rules.
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, 2019. Ms. Scott also then agreed to replace Randall Scott as a Reporting Person. Jeremy Scott was later elected the successor Managing General Partner of N Bar 5 effective September 14, 2020. 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 committee 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 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


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 14 of 18 Pages

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 16,909,104 shares of Common Stock (of which 16,753,253 are shares of Class B Stock and 155,851 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% 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 495,342 shares of Common Stock (of which 494,507 are shares of Class B Stock and 835 are shares of Class A Stock), representing 1.1% of the Class A Stock and 2.2% of the Class B Stock. Ms. Scott has sole voting and dispositive power over 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 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 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.



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 15 of 18 Pages

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 2,2829,680 shares of Common Stock (of which 2,166,526 are Class B Stock and 26,193 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 the 26,193 shares of Class A Stock owned through Mr. Scott’s individual retirement account.

Susan S. Heyneman beneficially owns 829,680 shares of Common Stock (all of which are shares of Class B 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 owns 3,809,350 shares of Common Stock (all of which are shares of Class B Stock), representing8.2% of the Class A Stock and 17.3% of the Class B Stock. This amount includes 3,795,676 shares of Class B Stock held by N Bar 5, over which Mr. Scott has sole voting and dispositive power as its Managing General Partner. Mr. Scott disclaims beneficial ownership of the shares owned by N Bar 5 except to the extent of his 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. Mr. Scott has sole voting and dispositive power over all other 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.
 
Homer A. Scott, Jr. disposed of 9,189 shares of Class A Stock previously beneficially owned by him in a gift transaction on September 14, 2020.

Susan Heyneman disposed of 16,175 shares of Class A Stock 5previously beneficially owned by her in a gift transaction on September 16, 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.




CUSIP Nos.: 32055Y 201; 32055Y 300

Page 16 of 18 Pages



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
99.8*Power of Attorney of Ms. Julie Scott Rose
99.9SFFSG Charter dated as of August 12, 2020
99.10*Scott Family Shareholders’ Agreement dated October 29, 2010
 
*Previously filed.



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 17 of 18 Pages


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.
 
October 8, 2020
Date
*
Risa K. Scott
N Bar 5, Limited Partnership
By:*
Name:Jeremy 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
 


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 18 of 18 Pages


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
99.8*Power of Attorney of Ms. Julie Scott Rose
99.9SFFSG Committee Charter dated August 12, 2020
99.10*Scott Family Shareholders’ Agreement dated October 29, 2010
 
*Previously filed.



































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Section 2: EX-99.9 (EX-99.9)

Document

Exhibit 99.9

Scott Family First Interstate BancSystem, Inc. (“FIBK”) Shareholders Group
Committee Charter
Adopted 2-21-20 | Revised 8-12-20

Rationale

WHEREAS, the Scott Family (the “Family”) has a long history of ownership of FIBK, initially, as a private company, and, after FIBK went public in 2010, as a major shareholder of FIBK; and

WHEREAS, the Family currently owns high-vote FIBK “B Common Shares” adequate to collectively control over 50% of the voting rights of all FIBK shareholders. FIBK’s one-vote-per-share “A Common Shares” are listed on the NASDAQ stock exchange; and

WHEREAS, Family members currently hold four of fourteen seats on the Board of Directors of FIBK, and three other family members are currently designated as “Board Observers.” In those roles, those Family members have access to material non-public information (“MNPI”) of FIBK; and

WHEREAS, Board members owe fiduciary duties of care and loyalty to FIBK and all FIBK shareholders. Board Observers are not subject to those fiduciary duties, but must sign a Board Observer and Confidentiality Agreement (the “BOCA”), which also contains restrictions on insider trading consistent with FIBK’s Insider Trading Policy, and abide by any blackout, approval or notification requirements specified therein. Family members who are Board Directors and other Family members who will be part of the “Shareholder Group” (as defined below), are or will be subject to confidentiality agreements having comparable terms to the BOCA (collectively, the “Confidentiality Agreements”). Both Directors, and Board Observers who enter into a BOCA, are permitted by FIBK to use MNPI solely for the benefit of FIBK. In addition, the Family members who are Board Directors or Board Observers or are otherwise members of the SSFFG are further authorized by FIBK to use MNPI for their own benefit, but only when acting solely in their capacities as shareholders of FIBK, consistent with the approved purposes outlined in their respective Confidentiality Agreements; and

WHEREAS, shareholders have the right to vote their shares consistent with their own best interests when considering any action requiring a shareholder vote to approve such action, including, without limitation, the election of directors, approving the issuance of greater than 20% of the outstanding shares of FIBK, and potential mergers of FIBK with third parties; and

WHEREAS, the Family Board members have been informed by FIBK management and their fellow Directors that it would be in the best interest of FIBK for management and those other Directors to understand the Family’s perspective on certain major matters requiring shareholder approval, including significant potential M&A transactions and director elections, and other issues of interest to the Family; and

WHEREAS, the Family recognizes that potential exists for its collective ownership interests not to be in alignment with each other and other shareholders of FIBK in all instances; and

WHEREAS, in order to receive exemption from certain NASDAQ listing rule governance requirements, which exemptions are available to “controlled companies” (as defined by NASDAQ), certain Family members who collectively control A Common Shares and B Common Shares of FIBK that possess over 50% of the voting power of all outstanding shares of FIBK have formed a group and have filed a Schedule 13D with the Securities and Exchange Commission (“SEC”), identifying the members of that group. The Schedule 13D filing group is made up of four current Directors (Jim Scott, James Scott, John Heyneman and Jon Scott), four current Board Observers (Homer Scott, Julie Scott Rose, Jeremy Scott and Susan Heyneman) and Risa Kae Scott who is neither a Director nor an Observer.

The Schedule 13D filing group includes the nine Family members mentioned above. It will be referred to internally as the “Scott Family FIBK Shareholder Group” (the “Shareholder Group”). Its purposes will be expanded so that, in addition to enabling FIBK to qualify for NASDAQ controlled company exemption, it will also review important shareholder issues prior to the taking of a vote of FIBK shareholders, attempt to reach a consensus point of view on those issues, and be in a position to communicate that consensus to FIBK management and Board of Directors sufficiently in advance of any such shareholder vote.
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Charter of Scott Family FIBK Shareholder Group
Purposes: The Shareholder Group will: (1) Periodically review important shareholder issues prior to shareholder voting and attempt to reach a consensus point of view on each issue, (2) Communicate that consensus point of view to FIBK management and the Board of Directors sufficiently in advance of any such shareholder vote, and (3) Continue to act such that FIBK will continue to qualify for NASDAQ controlled company status, thereby allowing Family members to serve on the FIBK Board’s Compensation and Governance and Nomination Committees.

Membership: Members of the Shareholder Group will be Family shareholders who collectively hold greater than 50% of the voting power of the outstanding common shares of FIBK. If the Shareholder Group membership changes, to add a Family member who is neither a FIBK Director or Board Observer, as a condition to including such new Family member to the Shareholder Group, that individual must first enter into a separate Confidentiality Agreement with FIBK under which that Family member agrees to comply with FIBK insider trading and confidentiality agreements to the same extent as all current Shareholder Group members. Currently, representation from all five Family branches in the Shareholder Group is required to achieve a collective ownership threshold in excess of 50% of the outstanding voting power of FIBK. For that reason, and to provide a basis for reaching a consensus that the broader Family will more likely accept, the Shareholder Group strongly encourages succession planning for future Shareholder Group membership by each Family branch. New members will be selected in order to achieve ownership threshold and promote succession. New members will be selected by majority vote of the current members of the Shareholder Group, with input sought from Shareholder Group members regarding their own branch succession plans.

Leadership: The Shareholder Group will elect a Chair annually. The responsibilities of the Chair will be to: (1) call meetings of the Shareholder Group, (2) develop an agenda for such meetings (with input from the members), (3) provide leadership during the meetings, (4) update Shareholder Group members between meetings, as and when appropriate to do so, (5) work with the members to find and engage resources to serve the Shareholder Group, as and when necessary, (6) develop a budget for Shareholder Group approval, (7) oversee the communication process with FIBK management and non-Family Board members on issues of concern to the Shareholder Group, and (8) act on such other matters as the Shareholder Group may request, from time-to-time. The Shareholder Group will utilize the services of Scott Family Services, Inc., including administrative support and funding.

Meetings: The Shareholder Group will meet at least quarterly, and at such other times as the Chair may deem necessary or appropriate (with input from the members). The quarterly meetings will allow the Shareholder Group to discuss, from the perspective of the Family shareholders, matters of concern to shareholders arising at or prior to such time. Such Shareholder Group discussions may include reference to MNPI of FIBK. The Shareholder Group expects important issues for discussion to include FIBK strategy, director elections and M&A activity. From time-to-time, FIBK management and/or independent FIBK Directors may be invited to attend meetings of the Shareholder Group. Other presenters or resources may also be invited, as the Chair or the Shareholder Group generally deems appropriate.

Shareholder Group decisions and actions: The Shareholder Group is composed of Family shareholders. Family shareholders make decisions by voting their shares. The Shareholder Group will only be able to act in a unified manner, and communicate clearly with FIBK management and the Board, if its Family shareholder members are able to reach a consensus on issues considered by the Shareholder Group. Therefore, the goal is to have Shareholder Group decisions made by consensus, with Shareholder Group members voluntarily agreeing to vote their shares of FIBK common stock in accordance with that consensus. Whether or not the Shareholder Group reaches a consensus, however, all members of the Shareholder Group understand that each of them will be free to vote the FIBK shares beneficially owned by such other member as such member may choose. The Shareholder Group members understand that the goal of consensus may not always be achieved.

Relationship with the broader Family shareholder group: Twice each calendar year, the Shareholder Group will arrange for a gathering of all members of the Family who are FIBK shareholders. At that gathering, the Shareholder Group will discuss subjects of interest to the broader Family shareholder base. These meetings may include, by invitation from the Shareholder Group, members of FIBK management and/or independent Directors. No member of the Shareholder Group may share FIBK MNPI with any member of the broader Family group, either at these meetings or in any other venue. The broader Family meetings will be scheduled to keep the broader group advised
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on FIBK issues relevant to Family shareholders. The Shareholder Group intends for such meetings to take place prior to any meeting of shareholders of FIBK at which FIBK shareholders will be voting. Within the limits of applicable SEC rules and regulations regarding solicitation of proxies, the Shareholder Group will explain any action recommended by the Shareholder Group for the consideration of the other Family shareholders.

No agreement as director: Each member of the Shareholder Group who is also a FIBK Director will participate on the Shareholder Group only in his or her capacity as a FIBK shareholder. No action or decision of the Shareholder Group will limit or restrict any action taken by a FIBK Director in his or her capacity as a FIBK Director.
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