Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Mid Penn Bancorp, Inc. (Name of Issuer) |
Common Stock, par value $1.00 per share (Title of Class of Securities) |
59540G107 (CUSIP Number) |
Susan D. Hudson P.O. Box 3189, Palm Beach, FL, 33480 (561) 515-4275 H. Rodgin Cohen 125 Broad Street, New York, NY, 10004 212-558-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 59540G107 |
| 1 |
Name of reporting person
Susan D. Hudson, in her capacity as Manager and a Trustee | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,395,565.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 59540G107 |
| 1 |
Name of reporting person
General American Capital, LLC | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,395,565.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1)1,395,565 shares of Common Stock held by General American Capital, LLC, a wholly owned subsidiary of the Indiana Pacific General Trust. Susan D. Hudson serves as Manager of General American Capital, LLC, and also serves as Trustee of the Indiana Pacific General Trust. Ms. Hudson has been delegated investment authority over the trust assets from the other Trustees of Indiana Pacific General Trust. Philip A. Norcross also serves as Assistant Manager of General American Capital, LLC and as a Trustee of the Indiana Pacific General Trust with delegated investment authority. As such, Ms. Hudson and Mr. Philip Norcross may be deemed to have shared beneficial ownership over the Common Shares.(2)The Reporting Person is reporting on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 1,410,644 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 7.29% of the outstanding shares of Common Stock. See Item 5.(3)For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of February 28, 2025 is 19,355,997, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 13, 2025.
SCHEDULE 13D
|
| CUSIP No. | 59540G107 |
| 1 |
Name of reporting person
Indiana Pacific General Trust | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,395,565.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 59540G107 |
| 1 |
Name of reporting person
Philip A. Norcross, individually and in his capacity as Assistant Manager and Trustee | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,410,644.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment No. 1 ("Amendment No. 1") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on November 8, 2024 (the "Original Schedule 13D") as specifically set forth herein (as so amended, the "Schedule 13D"). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $1.00 per share |
| (b) | Name of Issuer:
Mid Penn Bancorp, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2407 PARK DRIVE, HARRISBURG,
PENNSYLVANIA
, 17110. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule 13D is hereby amended to add the following:From January 7, 2025 until April 1, 2025, as set forth in Schedule A, General American Capital acquired 220,565 shares of Common Stock through a broker on the open market for a total of approximately $6,344,233.60. The source of funds for such purchases was working capital funds of General American Capital. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a) through 5(c) of the Original Schedule 13D are hereby amended and restated as follows:(a) The Reporting Persons may be deemed to beneficially own 1,410,644 shares of Common Stock or approximately 7.29% of the outstanding shares of Common Stock, which percentage was calculated based upon the 19,355,997 shares of Common Stock outstanding as of February 28, 2025 as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 13, 2025. Specifically, each Reporting Person beneficially owns such number of shares of Common Stock and such percentage of the outstanding Common Stock as reflected on Items 11 and 13 of the applicable cover page to this Statement.(b) Each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition the number of shares of Common Stock reflected on Items 7-10 of the applicable cover page to this Statement.(c) Except as set forth on Schedule A attached hereto, none of the Reporting Persons has engaged in transactions in shares of Common Stock (or securities convertible into, exercisable for or exchangeable for Common Stock) since the filing of the Original Schedule 13D. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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