MANULIFE FINANCIAL CORP

Major Shareholding Notification • Feb 14, 2019

SC 13G/A 1 mackinac3545511-sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G (Amendment No. 1)*

Under the Securities Exchange Act of 1934

Mackinac Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
554571109
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this
Statement)

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

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).

Page 1 of 7

CUSIP No. 554571109

1	NAME OF REPORTING PERSON Manulife Financial Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☐ (b) ☐
	N/A
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
Number of Shares Beneficially Owned by Each Reporting Person With	5	SOLE VOTING POWER
		-0-
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		-0-
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
	N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	See line 9 above.
12	TYPE OF REPORTING PERSON *
	HC
*SEE INSTRUCTIONS

Page 2 of 7

CUSIP No. 554571109

1	NAME OF REPORTING PERSON Manulife Asset Management (US) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☐ (b) ☐
	N/A
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5	SOLE VOTING POWER
		487,173
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		487,173
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	487,173
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
	N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	4.55%
12	TYPE OF REPORTING PERSON *
	IA
*SEE INSTRUCTIONS

Page 3 of 7

| Item
1(a) | Name of Issuer : | | |
| --- | --- | --- | --- |
| | Mackinac Financial Corporation | | |
| Item 1(b) | Address of Issuer's
Principal Executive Offices : 130 South Cedar Street Manistique, Michigan, 49854 | | |
| Item 2(a) | Name of Person
Filing : This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)"). | | |
| Item 2(b) | Address of Principal
Business Office : The principal business offices of MFC is located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5. The principal business office of MAM (US) is located at 197 Clarendon Street, Boston,
Massachusetts 02116. | | |
| Item 2(c) | Citizenship : MFC is organized and exist under the laws of Canada. MAM (US) is organized and exists under the laws of the State of Delaware. | | |
| Item 2(d) | Title of Class of
Securities : Common Stock | | |
| Item 2(e) | CUSIP
Number : 554571109 | | |
| 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 : | | |
| | MFC: | (g)
(X) | a parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| | MAM (US): | (e) (X) | an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| Item 4 | Ownership : | | |
| | (a) Amount Beneficially Owned : MAM (US) has beneficial ownership of 487,173 shares of Common Stock. Through its parent-subsidiary relationship to MAM (US), MFC may be deemed to have beneficial ownership of these same shares. | | |
| | (b) Percent of Class : Of the 10,712,745 shares outstanding as of November 14, 2018 according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 14, 2018, MAM (US) held 4.55%. | | |

| (c) Number of shares as to which the person
has : | |
| --- | --- |
| (i) | sole power to vote or to
direct the vote: MAM (US) each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by each of them. |
| (ii) | shared power to vote or
to direct the vote: -0- |
| (iii) | sole power to dispose or to direct the disposition
of: MAM (US) each has sole power to dispose or
to direct the disposition of the shares of Common Stock beneficially owned by each of them. |
| (iv) | shared power to dispose
or to direct the disposition of: -0- |

Page 4 of 7

| Item
5 | Ownership of Five
Percent or Less of a Class : Not applicable. |
| --- | --- |
| Item 6 | Ownership of More
than Five Percent on 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 : See Items 3 and
4 above. |
| Item 8 | Identification and
Classification of Members of the Group : Not applicable. |
| Item 9 | Notice of Dissolution
of Group : Not
applicable. |
| Item 10 | Certification : By signing below
the undersigned certifies that, to the best of its 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. |

Page 5 of 7

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	Manulife Financial Corporation — By:	/s/ Susie Rafael
	Name:	Susie Rafael
Dated: February 6, 2019	Title:	Agent*
	Manulife Asset Management (US) LLC
	By:	/s/ Paul Donahue
	Name:	Paul Donahue
Dated: February 5, 2019	Title:	Chief Compliance Officer

• Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 6 of 7

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC agree that the Schedule 13G (Amendment No.1*) to which this Agreement is attached, relating to the Common Stock of Mackinac Financial Corporation, is filed on behalf of each of them.

| | Manulife Financial
Corporation — By: | /s/ Susie Rafael |
| --- | --- | --- |
| | Name: | Susie Rafael |
| Dated: February 6, 2019 | Title: | Agent* |
| | Manulife Asset Management (US) LLC | |
| | By: | /s/ Paul Donahue |
| | Name: | Paul Donahue |
| Dated: February 5, 2019 | Title: | Chief Compliance Officer |

• Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 7 of 7