1ST SOURCE CORP — Major Shareholding Notification 2022

Feb 9, 2022

SC 13G/A 1 tm225948d1_sc13ga.htm SC 13G/A

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)

1st Source Corporation

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(Name of Issuer)

Common Stock Without Par Value

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(Title or Class of Securities)

336901103

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(CUSIP Number)

December 31, 2021

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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).

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CUSIP No. 336901103

| 1. | Names
of Reporting Persons: Stanley Clark Carmichael |
| --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) x |
| | (b) ¨ |
| 3. | SEC
Use Only |
| 4. | Citizenship
or Place of Organization: United States of America |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power: 36,730 1 |
| --- | --- |
| 6. | Shared
Voting Power: 0 |
| 7. | Sole Dispositive
Power: 36,730 1 |
| 8. | Shared
Dispositive Power: 647,760 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 684,490 1 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| 11. | Percent
of Class Represented by Amount in Row (9): 2.8% |
| 12. | Type
of Reporting Person (See Instructions): IN |

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1 Includes 17,516 shares owned by Mr. Carmichael's spouse, which he may be deemed to beneficially own.

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CUSIP No. 336901103

| 1. | Names
of Reporting Persons: Andrew W. Nickle |
| --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) x |
| | (b) ¨ |
| 3. | SEC
Use Only |
| 4. | Citizenship
or Place of Organization: United States of America |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power: 16,922 |
| --- | --- |
| 6. | Shared
Voting Power: 0 |
| 7. | Sole Dispositive
Power: 16,922 |
| 8. | Shared
Dispositive Power: 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 735,330 2 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| 11. | Percent
of Class Represented by Amount in Row (9): 3.0% |
| 12. | Type
of Reporting Person (See Instructions): IN |

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2 The shares reported as beneficially owned by Mrs. Ernestine C. Nickle may be attributed to Mr. Andrew W. Nickle, given their spousal relationship.

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CUSIP No. 336901103

| 1. | Names
of Reporting Persons: Ernestine C. Nickle |
| --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) x |
| | (b) ¨ |
| 3. | SEC
Use Only |
| 4. | Citizenship
or Place of Organization: United States of America |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power: 82,524 |
| --- | --- |
| 6. | Shared
Voting Power: 0 |
| 7. | Sole Dispositive
Power: 82,524 |
| 8. | Shared
Dispositive Power: 635,884 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 735,330 3 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| 11. | Percent
of Class Represented by Amount in Row (9): 3.0% |
| 12. | Type
of Reporting Person (See Instructions): IN |

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3 The shares reported as beneficially owned by Mr. Andrew W. Nickle may be attributed to Mrs. Ernestine C. Nickle, given their spousal relationship.

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Item 1.

(a) Name of Issuer: 1st Source Corporation

(b)
100 North Michigan
Street
South Bend, IN 46601

Item 2.

(a)
Stanley Clark Carmichael
Andrew W. Nickle
Ernestine C. Nickle

(b)
Stanley Clark Carmichael
1510 71 st St.
Fennville, MI 49408
Andrew W. Nickle and Ernestine C. Nickle
560 Sea Oak Drive
Vero Beach, FL 32963

(c) Citizenship: United States of America

(d)	Title of Class of Securities: Common Stock Without Par Value
(e)	CUSIP
Number: 336901103

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4. Ownership.

See the information contained in the cover pages of this Schedule 13G/A, which is incorporated herein by reference. The percentage of shares of Common Stock beneficially owned by each reporting person is based on the reporting persons’ understanding that there were 24,797,533 outstanding shares of the issuer as of October 15, 2021, and the respective holdings of each reporting person as of December 31, 2021, as reported on the cover pages.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .

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Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Mrs. Ernestine C. Nickle and Mr. Stanley Clark Carmichael serve as representatives to certain trusts for the benefit of their family lines. The group of respective trusts to which Mrs. Nickle and Mr. Carmichael currently serve as representatives held 635,884 and 647,760 Common Shares of 1st Source Corporation, respectively, as of December 31, 2021. 1st Source Bank is the trustee of these trusts. The terms of the trusts allow Mrs. Nickle or Mr. Carmichael, as applicable, to direct the trustee to (or appoint a special trustee to) diversify the 1st Source Corporation Common Stock holdings in such trusts. As family line representatives, Mrs. Nickle and Mr. Carmichael may also (i) direct the trustee to engage an independent proxy service to provide voting recommendations to the trustee, in which case the trustee has agreed to vote the 1st Source Corporation Common Stock held by the applicable trusts in accordance with the recommendations of such independent proxy service, unless to do so would be contrary to applicable Securities & Exchange Commission legal and regulatory guidelines and requirements or violate the trustee’s fiduciary obligations, or, (ii) appoint a special trustee, which special trustee would have the power to vote the 1st Source Corporation Common Stock held by the applicable trusts.

The inclusion of the reporting persons and the reported securities in this report shall not be deemed an admission of beneficial ownership by the reporting persons for purposes of Section 13(d) or 13(g) of the Act, or for any other purposes.

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.

See attached Exhibit A.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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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.

Dated: February 8, 2022
Stanley Clark Carmichael

Dated: February 8, 2022	/s/ Andrew W. Nickle
	Andrew W. Nickle
Dated: February 8, 2022	/s/ Ernestine C. Nickle
	Ernestine C. Nickle

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Exhibit A

Exhibit A – Notice of Dissolution of a Group

The reporting persons hereby give notice that, as of December 31, 2021, the group formed by Stanley Clark Carmichael, Andrew W. Nickle and Ernestine C. Nickle was dissolved. All further filings with respect to transactions in the security reported on herein will be filed, if required, by members of the group, in their individual capacity.

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