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TRUSTMARK CORP — Major Shareholding Notification 2022
Feb 11, 2022
31534_mrq_2022-02-11_cafb2ba2-0f42-41ff-ae0c-94514211c661.zip
Major Shareholding Notification
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SC 13D/A 1 brhc10033877_sc13da.htm SC13D/A Licensed to: Broadridge Document created using EDGARfilings PROfile 8.1.0.0 Copyright 1995 - 2022 Broadridge
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 8)*
Trustmark Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
898402-10-2
(CUSIP Number)
Matthew L. Holleman, III, Trustee
Robert M. Hearin Support Foundation
P.O. Box 16505
Jackson, MS 39236-6505
Telephone: (601) 366-8363
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 15, 2021
(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 Rule.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).
CUSIP No. 898401-10-2 Schedule 13D/A Page 2 of 14
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Robert M. Hearin Support Foundation | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| oo | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Mississippi | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 3,519,482 | |||
| 8 | SHARED VOTING POWER | ||
| 637,841 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 3,519,482 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 637,841 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 4,157,323 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.7% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| oo |
CUSIP No. 898401-10-2 Schedule 13D/A Page 3 of 14
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| The Robert M. Hearin Foundation | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| oo | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Mississippi | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 376,578 | |||
| 8 | SHARED VOTING POWER | ||
| N/A | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 376,578 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| N/A | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 376,578 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0.6% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| oo |
CUSIP No. 898401-10-2 Schedule 13D/A Page 4 of 14
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Capitol Street, LLC (formerly Capitol Street Corporation) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| oo | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Mississippi | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| N/A | |||
| 8 | SHARED VOTING POWER | ||
| 637,841 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| N/A | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 637,841 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 637,841 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 1.0% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| oo |
CUSIP No. 898401-10-2 Schedule 13D/A Page 5 of 14
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Galaxie Corporation | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| oo | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Mississippi | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| N/A | |||
| 8 | SHARED VOTING POWER | ||
| 637,841 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| N/A | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 637,841 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 637,841 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 1.0% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| oo |
CUSIP No. 898401-10-2 Schedule 13D/A Page 6 of 14
This Amendment No. 8 (this “ Amendment ”) amends and supplements the Statement on Schedule 13D, as heretofore amended (the “ Schedule 13D ”), relating to the shares of common stock, no par value (the “ Shares ”), of Trustmark Corporation, a Mississippi corporation (the “ Issuer ”), previously filed by Robert M. Hearin Support Foundation, The Robert M. Hearin Foundation, Capitol Street Corporation (currently, Capitol Street LLC, pursuant to a merger) and Galaxie Corporation (each a “ Reporting Person ” and, collectively, the “ Reporting Persons ”). This Amendment is being filed to update the Schedule 13D in light of the change in the Reporting Persons’ ownership percentage of the Shares caused (i) primarily by sale of 751,123 Shares by Capitol Street LLC on November 15, 2021, (ii) and other sales of Shares beneficially owned by Reporting Persons, since the previous amendment, which did not collectively result in a disposition of 1% of the outstanding shares of the Issuer. This Amendment is also being filed to update Items 2 and 5.
ITEM 1. SECURITY AND ISSUER
No change.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and supplemented to add the following information:
(a) The entities filing this Schedule 13D (Reporting Persons) are:
(i) Robert M. Hearin Support Foundation, a Mississippi nonprofit corporation (“ RMHSF ”)
(ii) The Robert M. Hearin Foundation, located in Jackson, Mississippi (“ RMHF ”)
(iii) Capitol Street LLC, a Mississippi limited liability company (“ CS ”)
(iv) Galaxie Corporation, a Mississippi corporation (“ GC ”)
- Information with respect to the identity and background of each director/trustee and executive officer of the Reporting Persons is set forth in Schedule I attached hereto. The information provided in Schedule I is hereby incorporated by reference in this Item 2.
(b) The address of principal place of business for RMHSF, RMHF, CS, and GC is 5170 Galaxie Dr. Jackson, MS 39206.
(c) The principal business of:
(i) RMHSF is being a charitable trust, organized and operated exclusively for charitable or educational purposes exempt from Federal Income Tax under Section 501(a) as an organization described in Section 501(c)(3), not a private foundation, qualifying under the provisions of Section 509(a)(3).
(ii) RMHF is being a private foundation, organized and operated exclusively for charitable or educational purposes exempt from Federal Income Tax under Section 501(a) as an organization described in Section 501(c)(3).
(iii) CS is a holding company with assets in various financial institutions and related assets.
(iv) GC is a holding company with assets in various financial institutions and related assets.
(d) During the last five years, no Reporting Person or person listed in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person or person listed in Schedule I was 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.
(f) All natural persons listed in Schedule I are United States of America citizens.
CUSIP No. 898401-10-2 Schedule 13D/A Page 7 of 14
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change.
ITEM 4. PURPOSE OF TRANSACTION
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented to add the following information:
(a), (b) The beneficial ownership information of the Reporting Persons is hereby incorporated by reference from pages 2-5 of this Amendment. Set forth below are the holdings of persons required to be listed in Item 2. The percentages are rounded off to the nearest tenth (one place after decimal point).
| Person Named in Item 2 | Number of Issuer’s Shares Beneficially Owned — Sole Voting and Dispositive Power | Shared Voting and Dispositive Power | Percentage of Issuer’s Shares Beneficially Owned — Sole Voting and Dispositive Power | Shared Voting and Dispositive Power |
|---|---|---|---|---|
| Robert M. Hearin Support Foundation | 3,519,482 | 637,841(1) | 5.6% | 1.0% |
| The Robert M. Hearin Foundation | 376,578 | -- | 0.6% | -- |
| Capitol Street LLC | -- | 637,841(2) | -- | 1.0% |
| Galaxie Corporation | -- | 637,841(3) | -- | 1.0% |
| Robert M. Hearin, Jr. | 17,856 | -- | 0.0% | -- |
| Matthew L. Holleman, III | 57,076(4) | -- | 0.1% | -- |
| Steve M. Hendrix | 200 | -- | 0.0% | -- |
| E. E. Laird, Jr. | 21,594(5) | -- | 0.0% | -- |
| Laurie Hearin McRee | 479,904 | -- | 0.8% | -- |
| Alan W. Perry | -- | -- | -- | -- |
| Eugene W. Goodwillie, Jr. | -- | -- | -- | -- |
| Bay Street LLC | -- | -- | -- | |
| Norma W. Hess Trust u/a 4/3/02 | -- | -- | -- | -- |
| Else Partners, Limited Partnership | -- | -- | -- | -- |
| Millsaps College | -- | -- | -- | -- |
(1) Voting and dispositive powers shared with the managers of Capitol Street LLC and the Board of Directors of Galaxie Corporation for 637,841 Shares.
(2) Shares of Issuer owned by Capitol Street LLC are also included in the total Shares beneficially owned by the Robert M. Hearin Support Foundation and Galaxie Corporation. Shared voting and dispositive power is vested in the trustees of Robert M. Hearin Support Foundation and the managers of Capitol Street Corporation and the Board of Directors of Galaxie Corporation.
CUSIP No. 898401-10-2 Schedule 13D/A Page 8 of 14
(3) Indirect ownership of Issuer’s Shares includes Shares owned by Capitol Street LLC.
(4) Shares beneficially owned by Matthew L. Holleman, III include 8,055 Shares owned by his spouse.
(5) Shares beneficially owned by E. E. Laird, Jr. include 10,000 Shares owned by his spouse.
(c) There have been no transactions by persons listed in Item 2 in the class of securities reported on that were effected during the past sixty days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No change.
CUSIP No. 898401-10-2 Schedule 13D/A Page 9 of 14
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.
Dated: February 11, 2022
| ROBERT M. HEARIN SUPPORT FOUNDATION |
|---|
| /s/ Robert M. Hearin, Jr. |
| Robert M. Hearin, Jr., Trustee |
| /s/ Matthew L. Holleman, III |
| Matthew L. Holleman, III, Trustee |
| /s/ Steve M. Hendrix |
| Steve M. Hendrix, Trustee |
| /s/ E. E. Laird, Jr. |
| E. E. Laird, Jr., Trustee |
| /s/ Laurie Hearin McRee |
| Laurie Hearin McRee, Trustee |
| /s/ Alan W. Perry |
| Alan W. Perry, Trustee |
CUSIP No. 898401-10-2 Schedule 13D/A Page 10 of 14
| THE ROBERT M. HEARIN FOUNDATION |
|---|
| /s/ Robert M. Hearin, Jr. |
| Robert M. Hearin, Jr., Trustee |
| /s/ Matthew L. Holleman, III |
| Matthew L. Holleman, III, Trustee |
| /s/ Steve M. Hendrix |
| Steve M. Hendrix, Trustee |
| /s/ E. E. Laird, Jr. |
| E. E. Laird, Jr., Trustee |
| /s/ Laurie Hearin McRee |
| Laurie Hearin McRee, Trustee |
| /s/ Alan W. Perry |
| Alan W. Perry, Trustee |
CUSIP No. 898401-10-2 Schedule 13D/A Page 11 of 14
| CAPITOL STREET LLC |
|---|
| /s/ Matthew L. Holleman, III |
| Matthew L. Holleman, III, President and Manager |
| GALAXIE CORPORATION |
| /s/ Matthew L. Holleman, III |
| Matthew L. Holleman, III, |
| Chief Executive Officer and President |
CUSIP No. 898401-10-2 Schedule 13D/A Page 12 of 14
SCHEDULE I
ROBERT M. HEARIN SUPPORT FOUNDATION
TRUSTEES
| Name | Present Business Address | Present Principal Occupation |
|---|---|---|
| Robert M. Hearin, Jr. | 830 Union Street, Suite 300 New Orleans, LA 70112 | Attorney at Hearin Law Offices, LLC |
| Matthew L. Holleman, III | 5170 Galaxie Dr. Jackson, MS 39206 | President and CEO of Galaxie Corporation |
| Steve M. Hendrix | 1020 Highland Colony Parkway, Suite 1400, Ridgeland, MS 39157 | Attorney at Butler Snow LLP |
| E. E. Laird, Jr. | 200 Dominican Dr. #4107 Madison, MS 39110 | Retired Attorney |
| Laurie Hearin McRee | P. O. Box 12630 Jackson, MS 39236 | Retired |
| Alan W. Perry | One Jackson Place 188 E Capitol Street Ste 1000 Jackson, MS 39201 | Attorney at Bradley Arant Boult Cummings LLP |
THE ROBERT M. HEARIN FOUNDATION
TRUSTEES
The trustees for the Robert M. Hearin Foundation are the same as the trustees for Robert M. Hearin Support Foundation.
CUSIP No. 898401-10-2 Schedule 13D/A Page 13 of 14
SCHEDULE I (CONTINUED)
CAPITOL STREET LLC
MANAGERS/ OFFICERS/ CONTROLLING PERSONS
| Name — Matthew L. Holleman, III | 5170 Galaxie Dr. Jackson, MS 39206 | President and CEO of Galaxie Corporation |
|---|---|---|
| Galaxie Corporation | 5170 Galaxie Dr. Jackson, MS 39206 | See Item 2 |
| Eugene W. Goodwillie, Jr. | 1221 6th Ave, New York, NY 10020 | Retired Attorney at White & Case LLP |
| Robert M. Hearin, Jr. | 830 Union Street, Suite 300 New Orleans, LA 70112 | Attorney at Hearin Law Offices, LLC |
| Bay Street LLC | 5170 Galaxie Dr. Jackson, MS 39206 | Holding Company for Warehouse Investments |
| Robert M. Hearin Support Foundation | 5170 Galaxie Dr. Jackson, MS 39206 | See Item 2 |
| Norma W. Hess Trust u/a 4/3/02 | 1185 Avenue of the Americas, 40th Floor New York, NY 10036 | Trust |
| Else Partners, Limited Partnership | P.O. Box 291, Jackson, MS 39205 | Family Investment Partnership |
| Millsaps College | 1701 North State Street Jackson, MS 39210 | College |
| Laurie Hearin McRee | P. O. Box 12630 Jackson, MS 39236 | Retired |
CUSIP No. 898401-10-2 Schedule 13D/A Page 14 of 14
GALAXIE CORPORATION
DIRECTORS/ OFFICERS/ CONTROLLING PERSONS
Galaxie Corporation’s Directors/Officers/Controlling Persons are the same persons listed as Capitol Street LLC’s Managers/Officers/Controlling Persons, with exception of Galaxie Corporation.