PATHWARD FINANCIAL, INC. — Major Shareholding Notification 2010

Feb 12, 2010

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

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934*

*Meta Financial Group, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*59100U108*

(CUSIP Number)

*December 31, 2009*

(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(b)
o	Rule 13d-1(c)
o	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).

SEQ.=1,FOLIO='',FILE='C:\JMS\105925\10-3773-1\task3925843\3773-1-ba.htm',USER='105925',CD='Feb 13 02:43 2010'

CUSIP No. 59100U108 — 1	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) Meta Financial Group, Inc. Employee Stock Ownership Plan 42-1406262
2	Check the Appropriate Box
if a Member of a Group *
	(a)	o
	(b)	o
Not applicable
3	SEC Use Only
4	Citizenship or Place of
Organization United States of America – State of Iowa
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 0
	6	Shared Voting Power 205,239
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 205,239
9	Aggregate Amount
Beneficially Owned by Each Reporting Person 205,239
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares* o
11	Percent of Class
Represented by Amount in Row 9 7.8%
12	Type of Reporting Person EP

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105925\10-3773-1\task3925843\3773-1-ba.htm',USER='105925',CD='Feb 13 02:43 2010'

| Item
1(a). — Item
1(b). | | Name of Issuer: Meta Financial Group, Inc. — Address of Issuer’s
Principal Executive Offices: 121 East Fifth Street PO Box 1307 Storm Lake, IA 50588 | |
| --- | --- | --- | --- |
| Item
2(a). | | Name of Person Filing: Meta Financial Group, Inc. Employee Stock Ownership Plan | |
| Item
2(b). | | Address of Principal
Business Office or, if none, Residence: Meta Financial Group, Inc. Employee Stock Ownership Plan c/o First Bankers Trust Services, Inc., ESOP
Trustee 2321 Kochs Lane PO Box 4005 Quincy, IL 62305 | |
| Item
2(c). | | Citizenship: United States of America – State of Iowa | |
| Item
2(d). | | Title of Class of
Securities: Common Stock, $0.01 par value per share | |
| Item
2(e). | | CUSIP Number: 59100U108 | |
| Item 3. | If this statement is filed pursuant
to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | | |
| | (f) | x | An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105925\10-3773-1\task3925843\3773-1-ba.htm',USER='105925',CD='Feb 13 02:43 2010'

| Item 4. | Ownership — (a) | Amount beneficially
owned: 205,239 shares as of
December 31, 2009 | |
| --- | --- | --- | --- |
| | (b) | Percent of class: 7.8% | |
| | (c) | Number of shares as to
which such person has: | |
| | | (i) | Sole power to vote or to
direct the vote: 0 shares |
| | | (ii) | Shared power to vote or to
direct the vote: 205,239 shares as of
December 31, 2009 All 205,239 shares are
allocated to ESOP participant accounts, and such shares are voted by the
Trustee in accordance with participant instructions. |
| | | (iii) | Sole power to dispose or
to direct the disposition of: 0 shares |
| | | (iv) | Shared power to dispose or
to direct the disposition of: 205,239 shares as of
December 31, 2009 All 205,239 shares are
allocated to ESOP participant accounts and are distributable in accordance
with the ESOP terms, with the effect that the ESOP and the participants share
dispositive power. |
| 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 o . | | | |
| Not applicable | | | |
| Item 6. | Ownership of More than Five Percent
on Behalf of Another Person | | |
| The securities covered by this Schedule are held in
trust by the trustee of the Meta Financial Group, Inc. Employee Stock
Ownership Plan for the benefit of the ESOP participants. | | | |
| 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 | | | |

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105925\10-3773-1\task3925843\3773-1-ba.htm',USER='105925',CD='Feb 13 02:43 2010'

| Item 10. |
| --- |
| 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. |

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.

| Date:
February 12, 2010 |
| --- |
| Employee
Stock Ownership Plan |
| /s/
Linda Shultz |
| Linda Shultz |
| First Bankers Trust Services, Inc., ESOP Trustee |

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105925\10-3773-1\task3925843\3773-1-ba.htm',USER='105925',CD='Feb 13 02:43 2010'