Filing Details

 

 

Explanatory Note

 

This Amendment No. 5 is filed primarily to report a change in the percentage of common stock beneficially owned by the reporting persons, which has resulted from changes in the aggregate outstanding common stock of MutualFirst Financial, Inc.  There has been no change in the aggregate amount of shares of common stock beneficially owned by the reporting persons as a result of acquisitions or dispositions by any of them.

 

This amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of MutualFirst Financial, Inc. (the “Company” or “MutualFirst”).  The address of the principal executive offices of the Company is 110 E. Charles Street, Muncie, IN 47305-2419.

 

Item 2.

Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this Schedule 13D are collectively the “PL Capital Group.”

 

·

Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

 

·

Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

 

·

PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

 

·

PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

 

·

PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;

 

·

Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

 

·

Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP; and

 

·

John W. Palmer and Richard J. Lashley, as (1) Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) for shares held in their Individual Retirement Accounts (IRA).

 

 

The joint filing agreement of the PL Capital Group is attached as Exhibit 1 to Amendment No. 3 to the Schedule 13D, as filed with the SEC on February 16, 2017.  

 

 

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

 

(2)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

(3)

shares of Common Stock held by Mr. Palmer in his IRA and personal name and Mr. Lashley in his IRA.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 328, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.

 

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

 

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 719,860 shares of Common Stock of the Company acquired at an aggregate cost of $10,070,067.

 

From time to time, various members of the PL Capital Group may have purchased Common Stock on margin provided by Goldman Sachs & Co. (“Goldman Sachs”) on usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no members of the PL Capital Group have margin or other loans from Goldman Sachs, or others secured by Common Stock.

 

The amount of funds expended by Financial Edge Fund to acquire the 352,451 shares of Common Stock it holds in its name is $4,861,625.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by Goldman Sachs.

 

The amount of funds expended by Financial Edge Strategic to acquire the 154,723 shares of Common Stock it holds in its name is $2,054,748.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by Goldman Sachs.

 

The amount of funds expended by Focused Fund to acquire the 66,886 shares of Common Stock it holds in its name is $892,347.  Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by Goldman Sachs.

 

The amount of funds expended by Goodbody/PL LP to acquire the 141,713 shares of Common Stock it holds in its name is $2,211,285.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by Goldman Sachs.

 

The amount of funds expended to acquire the 2,000 shares of Common Stock Mr. Palmer holds in his IRA, which were transferred to Mr. Palmer upon dissolution of the Pension Plan for no consideration, was $24,114 and came from available capital of the Pension Plan.  The amount of funds expended by Mr. Palmer to acquire the 87 shares of Common Stock he owns personally is $1,835 and came from his available personal capital.

 

The amount of funds expended to acquire the 2,000 shares of Common Stock Mr. Lashley holds in his IRA, which were transferred to Mr. Lashley upon dissolution of the Pension Plan for no consideration, was $24,114 and came from available capital of the Pension Plan.

 

 

Item 4.

Purpose of Transaction

This is the PL Capital Group’s fifth amendment to its initial Schedule 13D filing.  In the aggregate, the PL Capital Group owns 8.4% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of March 15, 2018.

 

Unless otherwise noted in this amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing the PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

 

Item 5.

Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 8,574,922, reported as the number of outstanding shares as of March 15, 2018, on the Company’s Annual Report on Form 10-K filed on March 15, 2018.

 

The PL Capital Group has made no transactions in the Common Stock within the past 60 days.

 

(A)	Financial Edge Fund

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B)	Financial Edge Strategic

 

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)	Focused Fund

 

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

 

(D)	Goodbody/PL LP

 

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

 

 

(c)

PL Capital has made no purchases or sales of Common Stock directly.

(d)

PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(c)

PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)

PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(c)

Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(c)

Mr. Palmer has made no purchases or sales during the past 60 days.

(c)

Mr. Lashley has made no purchases or sales during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.

 

Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 3 to the Schedule 13D, as filed with the SEC on February 16, 2017, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

 

Item 7.

Material to be Filed as Exhibits

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.