FIRST INTERSTATE BANCSYSTEM INC — Major Shareholding Notification 2024

May 29, 2024

SC 13D/A 1 formsc13da.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

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FIRST INTERSTATE BANCSYSTEM, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

32055Y 201

(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)

May 23, 2024

(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).

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CUSIP No. 32055Y 201 13D Page 2 of 22 pages

| 1. | Names
of Reporting Persons Shareholders
affiliated with 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 400,756 |
| --- | --- |
| 8. | Shared
Voting Power 85,836 |
| 9. | Sole
Dispositive Power 400,756 |
| 10. | Shared
Dispositive Power 85,836 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 486,592 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 0.47% | |
| 14. | Type
of Reporting Person (See Instructions) IN,
OO (See Item 2) | |

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CUSIP No. 32055Y 201 13D Page 3 of 22 pages

| 1. | Names
of Reporting Persons Shareholders
affiliated with 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 3,972,381 |
| --- | --- |
| 8. | Shared
Voting Power 428,287 |
| 9. | Sole
Dispositive Power 3,972,381 |
| 10. | Shared
Dispositive Power 428,287 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,400,668 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.21% | |
| 14. | Type
of Reporting Person (See Instructions) IN,
OO (See Item 2) | |

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CUSIP No. 32055Y 201 13D Page 4 of 22 pages

| 1. | Names
of Reporting Persons Shareholders
affiliated with 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 1,246,843 |
| --- | --- |
| 8. | Shared
Voting Power 176,719 |
| 9. | Sole
Dispositive Power 1,246,843 |
| 10. | Shared
Dispositive Power 176,719 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,423,562 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 1.36% | |
| 14. | Type
of Reporting Person (See Instructions) IN,
OO (See Item 2) | |

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CUSIP No. 32055Y 201 13D Page 5 of 22 pages

| 1. | Names
of Reporting Persons Shareholders
affiliated with 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 776,022 |
| --- | --- |
| 8. | Shared
Voting Power 1,048,438 |
| 9. | Sole
Dispositive Power 776,022 |
| 10. | Shared
Dispositive Power 1,048,438 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,824,460 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 1.74% | |
| 14. | Type
of Reporting Person (See Instructions) IN,
OO (See Item 2) | |

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CUSIP No. 32055Y 201 13D Page 6 of 22 pages

| 1. | Names
of Reporting Persons Homer
Scott Jr Trust, First Interstate Wealth Management 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 | |
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ |
| 6. | Citizenship
or Place of Organization (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 0 |
| --- | --- |
| 8. | Shared
Voting Power 0 |
| 9. | Sole
Dispositive Power 0 |
| 10. | Shared
Dispositive Power 950,753 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 950,753 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 0.91% | |
| 14. | Type
of Reporting Person (See Instructions) OO | |

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CUSIP No. 32055Y 201 13D Page 7 of 22 pages

| 1. | Names
of Reporting Persons Shareholders
affiliated with 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 639,256 |
| --- | --- |
| 8. | Shared
Voting Power 0 |
| 9. | Sole
Dispositive Power 639,256 |
| 10. | Shared
Dispositive Power 0 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 639,256 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 0.61% | |
| 14. | Type
of Reporting Person (See Instructions) IN,
OO (See Item 2) | |

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CUSIP No. 32055Y 201 13D Page 8 of 22 pages

| 1. | Names
of Reporting Persons Shareholders
affiliated with 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 132,738 |
| --- | --- |
| 8. | Shared
Voting Power 0 |
| 9. | Sole
Dispositive Power 132,738 |
| 10. | Shared
Dispositive Power 0 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 132,738 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 0.13% | |
| 14. | Type
of Reporting Person (See Instructions) IN,
OO (See Item 2) | |

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CUSIP No. 32055Y 201 13D Page 9 of 22 pages

| 1. | Names
of Reporting Persons Shareholders
affiliated with 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 621,873 |
| --- | --- |
| 8. | Shared
Voting Power 50,000 |
| 9. | Sole
Dispositive Power 621,873 |
| 10. | Shared
Dispositive Power 50,000 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 671,873 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 0.64% | |
| 14. | Type
of Reporting Person (See Instructions) IN,
OO (See Item 2) | |

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CUSIP No. 32055Y 201 13D Page 10 of 22 pages

| 1. | Names
of Reporting Persons Shareholders
affiliated with 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 3,486,000 |
| --- | --- |
| 8. | Shared
Voting Power 0 |
| 9. | Sole
Dispositive Power 3,486,000 |
| 10. | Shared
Dispositive Power 0 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,486,000 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 3.33% | |
| 14. | Type
of Reporting Person (See Instructions) IN,
OO (See Item 2) | |

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CUSIP No. 32055Y 201 13D Page 11 of 22 pages

| 1. | Names
of Reporting Persons Geoffrey
D. 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 (See
Item 2) | |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole
Voting Power 89,756 |
| --- | --- |
| 8. | Shared
Voting Power 1,650 |
| 9. | Sole
Dispositive Power 89,756 |
| 10. | Shared
Dispositive Power 1,650 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 91,406 | |
| --- | --- | --- |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 0.09% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

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CUSIP No. 32055Y 201 13D Page 12 of 22 pages

Explanatory Note

This Amendment No. 22 (“ Amendment No. 22 ”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “ SEC ”) on February 2, 2011 (as amended to date, the “ Schedule 13D ”), with respect to the common stock, $0.00001 par value per share (“ Common Stock ”) of First Interstate BancSystem, Inc., a Delaware corporation (the “ Issuer ”). Capitalized terms used in this Amendment No. 22 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Except as set forth herein, all items remain as previously reported in the Schedule 13D.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

Geoffrey D. Scott is a shareholder of J&G Brothers Inc. Mr. Scott’s address is P.O. Box 7113, Billings, Montana 59103. Mr. Scott is a citizen of the United States of America.

During the last five years, Mr. Scott has never 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.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Scott acquired the securities reported in this Schedule 13D through estate planning transactions, gifts from family, and in open market purchases using personal funds.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Stockholders’ Agreement

On May 23, 2024, Mr. Scott became an observer to the Board of Directors of the Issuer and entered into the Stockholders’ Agreement, which was originally executed on September 15, 2021, and described in Amendment No. 18.

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CUSIP No. 32055Y 201 13D Page 13 of 22 pages

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 14,107,308 shares of Common Stock, representing approximately 13.49% of the outstanding shares of Common Stock, and an equal percentage of its voting power, based on 104,568,019 shares of Common Stock outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 3, 2024. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below.

● Risa K. Scott may be deemed to beneficially own 486,592 shares of Common Stock, representing 0.47% of the outstanding Common Stock, which includes:

| ■ | 400,756
shares of Common Stock held by Risa K Scott TTEE Risa K Scott Trust Dtd 12/4/15, over which
Risa K. Scott has sole voting and dispositive power; |
| --- | --- |
| ■ | 85,836
shares of Common Stock held by Risa K. Scott & John Heyneman Jr., TTEEs FBO Risa K Scott
Exemption Trust Under the Scott Family 1996 Trust, over which Ms. Scott has shared voting
and dispositive power with John M. Heyneman, Jr. |

● James R. Scott may be deemed to beneficially own 4,400,668 shares of Common Stock, representing 4.21% of the outstanding Common Stock, which includes:

| ■ | 12,651
shares of Common Stock held directly by James R. Scott. |
| --- | --- |
| ■ | 15,661
shares of Common Stock held indirectly by James R. Scott through a 401(k) account. |
| ■ | 1,970,031
shares of Common Stock held by James R Scott Trust, James R Scott & First Interstate
Wealth Management Co-TTEEs, over which Mr. Scott has sole voting and dispositive power. |
| ■ | 35,240
shares of Common Stock held by James R and Christine M Scott Foundation, over which Mr. Scott
has shared voting and dispositive power with the board of the same. |
| ■ | 1,901,036
shares of Common Stock held by JS Investments Limited Partnership, over which Mr. Scott has
sole voting and dispositive power. |
| ■ | 343,599
shares of Common Stock held by Foundation for Community Vitality, over which Mr. Scott has
shared voting and dispositive power with the board of the same. |
| ■ | 73,002
shares of Common Stock held by James F Heyneman Conservatorship, James Scott, Conservator,
over which Mr. Scott has sole voting and dispositive power. |
| ■ | 7,096
shares of Common Stock held by James F Heyneman Trust, James Scott & First Interstate
Wealth Management Co-Trustees, over which Mr. Scott has shared voting and dispositive power. |
| ■ | 42,352
shares of Common Stock held by James R. Scott’s spouse, over which Mr. Scott has shared
voting and dispositive power. |

● John M. Heyneman, Jr. may be deemed to beneficially own 1,423,562 shares of Common Stock, representing 1.36% of the outstanding Common Stock, which includes:

| ■ | 5,558
shares of Common Stock held directly by John M. Heyneman, Jr. |
| --- | --- |
| ■ | 155,493
shares of Common Stock held by John M Heyneman Jr. Trust, over which Mr. Heyneman has sole
voting and dispositive power. |
| ■ | 85,836
shares of Common Stock held by Riki Rae Scott Davidson & John Heyneman Jr., Trustees
FBO Riki Scott Davidson Exemption Trust Under the Scott Family 1996 Trust, over which Mr.
Heyneman has shared voting and dispositive power with Riki Davidson. |
| ■ | 85,836
shares of Common Stock held by Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann
Morss Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared
voting and dispositive power with Rae Ann Morss. |
| ■ | 1,085,792
shares of Common Stock held by Towanda Investments Limited Partnership, over which Mr. Heyneman
has sole voting and dispositive power. |
| ■ | 3,977
shares of Common Stock held by John M. Heyneman, Jr.’s spouse, over which Mr. Heyneman
has shared voting and dispositive power. |
| ■ | 1,070
shares of Common Stock held by John M. Heyneman, Jr.’s daughter, over which Mr. Heyneman
has shared voting and dispositive power. |

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CUSIP No. 32055Y 201 13D Page 14 of 22 pages

● Julie Scott Rose may be deemed to beneficially own 1,824,460 shares of Common Stock, representing 1.74% of the outstanding Common Stock, which includes:

| ■ | 410,281
shares of Common Stock held by Julie A Scott Rose Trustee of the Julie A Scott Rose Trust
Dated 5-14-2002. |
| --- | --- |
| ■ | 95,065
shares of Common Stock held by Juliana Sarah Scott Rose Trust, over which Ms. Rose has sole
voting and dispositive power. |
| ■ | 95,064
shares of Common Stock held by Elizabeth Lauren Scott Rose Trust, over which Ms. Rose has
sole voting and dispositive power. |
| ■ | 58,537
shares of Common Stock held by Holland Elizabeth Scott Trust, over which Ms. Rose has sole
voting and dispositive power. |
| ■ | 58,537
shares of Common Stock held by Harper Grace Scott Trust, over which Ms. Rose has sole voting
and dispositive power. |
| ■ | 58,538
shares of Common Stock held by Harrison William Scott Trust, over which Ms. Rose has sole
voting and dispositive power. |
| ■ | 209,678
shares of Class A Stock held by IXL Limited Liability Company, over which Ms. Rose has shared
voting and dispositive power with Jonathan Scott. |
| ■ | 838,760
shares of Common Stock held by The Thomas & Joan Scott Foundation, over which Ms. Rose
has shared voting power. |

| ● | Homer
Scott Jr Trust, First Interstate Wealth Management Trustee may be deemed to beneficially
own 950,753 shares of Common Stock, representing 0.91% of the outstanding Common Stock. |
| --- | --- |
| ● | Susan
S. Heyneman may be deemed to beneficially own 639,256 shares of Common Stock, representing
0.61% of the outstanding Common Stock, which includes: |

■ 639,256 shares of Common Stock held by Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees, over which Ms. Heyneman has sole voting and dispositive power.

● James R. Scott Jr. may be deemed to beneficially own 132,738 shares of Common Stock, representing 0.13% of the outstanding Common Stock, which includes:

| ■ | 81,454
shares of Common Stock held directly by James R. Scott Jr. |
| --- | --- |
| ■ | 25,642
shares of Common Stock held by First Interstate Bank TTEE for Dana S Andersson GST Exempt
Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power. |
| ■ | 25,642
shares of Common Stock held by First Interstate Bank TTEE for James R Scott Jr. GST Exempt
Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power. |

● Jonathan R. Scott may be deemed to beneficially own 671,873 shares of Common Stock, representing 0.64% of the outstanding Common Stock, which includes:

| ■ | 5,736
shares of Common Stock held directly by Jonathan R. Scott. |
| --- | --- |
| ■ | 616,137
shares of Common Stock held by Jonathan Scott as Trustee of the Jonathan R Scott Trust Dated
as of 4/21/04, over which Jonathan R. Scott has sole voting and dispositive power. |
| ■ | 50,000
shares of Common Stock held by Jonathan R. Scott’s spouse, over which Mr. Scott has
shared voting and dispositive power. |

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CUSIP No. 32055Y 201 13D Page 15 of 22 pages

● Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.33% of the outstanding Common Stock, which includes:

| ■ | 69,892
shares of Common Stock held by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15,
over which Jeremy Scott has sole voting and dispositive power. |
| --- | --- |
| ■ | 3,416,108
shares of Common Stock held by NBAR5 Limited Partnership, over which Jeremy Scott has sole
voting and dispositive power. |

● Geoffrey D. Scott may be deemed to beneficially own 91,406 shares of Common Stock, representing 0.09% of the outstanding Common Stock, which includes:

| ■ | 89,756
shares of Common Stock held directly by Geoffrey D. Scott. |
| --- | --- |
| ■ | 1,650
shares of Common Stock held by Geoffrey D. Scott’s spouse, over which Mr. Scott has
shared voting and dispositive power. |

(c) Other than as described in Item 4, the Reporting Persons have effected the following transactions in the Common Stock during the past 60 days:

| ● | On
May 14, 2024, Julie A. Scott Rose Trustee of the Julie A. Scott Rose Trust Dated 5-14-2002,
sold 110,000 shares of Common Stock, the Juliana Sarah Scott Rose Trust sold 27,000 shares
of Common Stock, and the Elizabeth Lauren Scott Rose Trust sold 27,000 shares of Common Stock,
in a series of open market transactions at a weighted average price of $27.55 with a price
range of $27.44 to $27.71. The Reporting Person undertakes to provide to the Issuer or the
staff of the SEC, upon request, the full information regarding the number of shares sold
at each separate price within the ranges set forth above. |
| --- | --- |
| ● | On
May 15, 2024, the Thomas & Joan Scott Foundation sold 36,300 shares of Common Stock in
a series of open market transactions at a weighted average price of $27.81 with a price range
of $27.66 to $28.02. |

(d) None.

(e) Not applicable.

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CUSIP No. 32055Y 201 13D Page 16 of 22 pages

ITEM 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

| Exhibit
Number | Title |
| --- | --- |
| 99.1 | Amended and Restated Joint Filing Agreement |
| 99.2 | Power of Attorney for each of the Reporting Persons |
| 99.3 | Stockholders’ Agreement |
| 99.4 | Form of Voting Agreement |
| 99.5 | SFFSG Committee Charter dated February 21, 2024 |
| 99.6 | Repurchase Agreement dated December 14, 2023 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2023) |
| 99.7 | Director Nomination Agreement dated April 2, 2024 |

• Previously filed.

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CUSIP No. 32055Y 201 13D Page 17 of 22 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.

May 28, 2024
Date
*
Risa
K. Scott
Risa K. Scott & John Heyneman Jr., TTEES FBO Risa K. Scott
exemption trust under the Scott family 1996 trust
By:	*
Name:	Risa
K Scott
Title:	Trustee
Risa K Scott TTEE Risa K Scott Trust DTD 12/4/15
By:	*
Name:	Risa K Scott
Title:	Trustee
*
James R. Scott
Foundation for Community Vitality
By:	*
Name:	James
R. Scott
Title:	Director
James F Heyneman Conservatorship, James Scott, Conservator
By:	*
Name:	James
R. Scott
Title:	Conservator

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CUSIP No. 32055Y 201 13D Page 18 of 22 pages

James R Scott Trust
By:	*
Name:	James
R. Scott
Title:	Trustee
James R And Christine M Scott Foundation
By:	*
Name:	James
R. Scott
Title:	President
JS Investments Limited Partnership
By:	*
Name:	James R. Scott
Title:	Managing Partner
James R Scott Trust, James R Scott & First Interstate Wealth
Management Co-TTEEs
By:	*
Name:	James
R. Scott
Title:	Trustee
James F Heyneman Trust, James Scott & First Interstate Wealth
Management Co-Trustees
By:	*
Name:	James
R. Scott
Title:	Trustee
*
John M. Heyneman, Jr.
Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss
Exemption Trust under the Scott family 1996 Trust
By:	*
Name:	John
M. Heyneman Jr
Title:	Co-Trustee

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CUSIP No. 32055Y 201 13D Page 19 of 22 pages

Riki Rae Scott Davidson & John Heyneman Jr., trustees FBO Riki Scott Davidson Exemption Trust under the Scott family 1996 Trust
By:	*
Name:	John
M. Heyneman Jr
Title:	Co-Trustee
John M. Heyneman Jr. Trust
By:	*
Name:	John
M. Heyneman Jr
Title:	Trustee
Towanda Investments Limited Partnership
By:	*
Name:	John
M. Heyneman Jr
Title:	Managing
Partner
*
Julie Scott Rose
Elizabeth Lauren Scott Rose Trust
By:	*
Name:	Julie
Scott Rose
Title:	Trust
Advisor
Harper Grace Scott Trust
By:	*
Name:	Julie Scott Rose
Title:	Trustee

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CUSIP No. 32055Y 201 13D Page 20 of 22 pages

Harrison William Scott Trust
By:	*
Name:	Julie
Scott Rose
Title:	Trustee
Holland Elizabeth Scott Trust
By:	*
Name:	Julie
Scott Rose
Title:	Trustee
IXL Limited Liability Company
By:	*
Name:	Julie
Scott Rose
Title:	Designated
member
Juliana Sarah Scott Rose Trust
By:	*
Name:	Julie
Scott Rose
Title:	Trust
Advisor
Julie A Scott Rose Trustee of the Julie A Scott Rose Trust dated
5-14-2002
By:	*
Name:	Julie
Scott Rose
Title:	Trustee

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CUSIP No. 32055Y 201 13D Page 21 of 22 pages

Homer Scott Jr Trust, First Interstate Wealth Management Trustee
By:	*
Name:	First
Interstate Bank Wealth Management
Title:	Trustee
*
Susan S. Heyneman
Susan Scott Heyneman Trust, Susan Heyneman & First Interstate
Wealth Management Co-Trustees
By:	*
Name:	Susan
Heyneman
Title:	Trustee
*
James R Scott, Jr.
First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust
No 1 DTD 12/11/2020
By:	*
Name:	J ames
R. Scott Jr.
Title:	Authorized Signatory
By:	*
Name:	Hannah
Wagner
Title:	Trustee
By:	*
Name:	Clarene
Westburg
Title:	Trustee
First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust
No 1 DTD 12/11/2020
By:	*
Name:	James
R. Scott Jr.
Title:	Authorized
Signatory

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CUSIP No. 32055Y 201 13D Page 22 of 22 pages

By:	*
Name:	Hannah
Wagner
Title:	Trustee
By:	*
Name:	Clarene Westburg
Title:	T rustee
*
Jonathan R. Scott
Jonathan Scott as Trustee of the Jonathan R Scott Trust dated
as of 4/21/04
By:	*
Name:	Jonathan
Scott
Title:	Trustee
*
Jeremy Scott
Jeremy Scott TTEE, Jeremy Scott Revocable Trust DTD 6/25/15
By:	*
Name:	Jeremy
Paul Scott
Title:	Trustee
NBar5 Limited Partnership
By:	*
Name:	Jeremy Scott
Title:	Managing
Member
*
Geoffrey D. Scott

*By:
Timothy Leuthold, as attorney-in-fact

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