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) |
December 31, 2017 |
(Date of Event Which Requires Filing of This Statement) |
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). | |
CUSIP No. Class A Common Stock: 32055Y 201; Class B Common Stock: 32055Y 300 | |||
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). First Interstate Bank I.R.S. Identification No.: 81-0192860 | ||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | ||
3. | SEC Use Only | ||
4. | Citizenship or Place of Organization. Montana, USA | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power: 210,884 (all of which are Class B Common Stock) | |
6. | Shared Voting Power: 809,770 (of which 802,674 shares are Class A Common Stock and 593,738 shares are Class B Common Stock) | ||
7. | Sole Dispositive Power: 611,457 (of which 17,719 shares are Class A Common Stock and 593,738 shares are Class B Common Stock) | ||
8. | Shared Dispositive Power: 6,818,055 (of which 843,151 shares are Class A Common Stock and 5,974,904 shares are Class B Common Stock) | ||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,429,512 (of which 860,870 shares are Class A Common Stock and 6,568,642 shares are Class B Common Stock) | ||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): Not Applicable. | ||
11. | Percent of Class Represented by Amount in Row (9): 18.5% Class A Common Stock; 28.7% Class B Common Stock | ||
12. | Type of Reporting Person (See Instructions): EP/BK | ||
CUSIP No. Class A Common Stock: 32055Y 201; Class B Common Stock: 32055Y 300 | ||||
Item 1. | ||||
(a) | Name of Issuer: First Interstate BancSystem, Inc. | |||
(b) | Address of Issuer’s Principal Executive Office: 401 North 31st Street Billings, MT 59116 | |||
First Interstate BancSystem, Inc. (the “Issuer”) Class A Common Stock is listed on the NASDAQ stock market under the symbol “FIBK.” The Issuer’s Class B Common Stock is not listed on any exchange or market, but is convertible at any time into Class A Common Stock on a share for share basis at the discretion of the holder. The conversion feature of the Class B Common Stock does not expire. | ||||
Item 2. | ||||
(a) | Name of Person Filing: First Interstate Bank | |||
(b) | Address of Principal Business Office, or if none, Residence: 401 North 31st Street Billings, Montana 59116 | |||
(c) | Citizenship: Montana, USA | |||
(d) | Title of Class of Securities: Class A Common Stock and Class B Common Stock (collectively, “Common Stock”) | |||
(e) | CUSIP Number: Class A Common Stock 32055Y 201 Class B Common Stock 32055Y 300 | |||
Item 3. | If this statement if filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
(b) | ý | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | ||
(e) | ¨ | An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E); | ||
(f) | ý | An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F); | ||
(g) | ¨ | A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G); | ||
(h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | ¨ | A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J); | ||
(k) | ¨ | Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J). | ||
Item 4. | Ownership. | |||
First Interstate Bank beneficially owns 7,429,512 shares of Common Stock (of which 6,568,642 shares are Class B Common Stock and 860,870 shares are Class A Common Stock), representing 18.5% of the Class A Common Stock and 28.7% of the Class B Common Stock. First Interstate Bank has shared voting and dispositive power over 802,674 shares of Class A Common Stock held as trustee for the Savings and Profit Sharing Plan of First Interstate BancSystem, Inc. In addition to shared voting and dispositive power with respect to the foregoing shares, First Interstate Bank has shared voting and dispositive power over 7,096 shares of Class B Common Stock held as trustee for a Scott family member. First Interstate Bank also has shared dispositive power for 6,008,285 shares of Common Stock (of which 40,477 shares are Class A Common Stock and 5,967,808 shares are Class B Common Stock) held as trustee for ten Scott family members, for which First Interstate Bank has no voting authority. First Interstate Bank has sole dispositive power over 611,457 shares of Common Stock held as trustee for twenty Scott family members, including 210,884 shares of Class B Common Stock for which First Interstate Bank has sole voting authority and 386,720 shares of Common Stock (of which 17,719 are shares of Class A Common Stock and 382,854 are shares of Class B Common Stock) for which First Interstate Bank has no voting authority. | ||||
Item 5. | Ownership of Five Percent or Less of a Class | |||
Not Applicable. | ||||
Item 6. | Ownership of More than Five Percent of Behalf of Another Person. | |||
Not Applicable. | ||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||
Not Applicable. | ||||
Item 8. | Identification and Classification of Members of the Group. | |||
Not Applicable. | ||||
Item 9. | Notice of Dissolution of Group. | |||
Not Applicable. | ||||
Item 10. | Certification. | |||
(a) | The following certification shall be included if the statement if filed pursuant to §240.13d-1(b): | |||
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. | ||||
(b) | Not Applicable. | |||
February 13, 2018 | |
Date | |
/s/ KIRK D. JENSEN | |
Signature | |
Kirk D. Jensen, EVP, General Counsel | |
Name/Title | |