Mariner Amends UMB Financial Corp Stake Filing

TL;DR

Mariner filed a 13D amendment for UMBF. Check for ownership changes.

AI Summary

Kemper J. Mariner has filed an amendment (No. 1) to Schedule 13D for UMB Financial Corporation, reporting changes as of April 28, 2024. The filing pertains to the common stock of UMB Financial Corporation, with CUSIP number 902788108. Mariner's contact information is provided, with John C. Pauls listed as the authorized person to receive notices.

Why It Matters

This filing indicates a change in the beneficial ownership or control of UMB Financial Corporation by a significant holder, which could signal shifts in the company's strategic direction or market perception.

Risk Assessment

Risk Level: medium — Schedule 13D filings often relate to significant ownership changes, which can introduce uncertainty and potential volatility for the stock.

Key Players & Entities

• Kemper J. Mariner (person) — Filing person
• UMB Financial Corporation (company) — Subject company
• John C. Pauls (person) — Authorized person to receive notices
• 902788108 (other) — CUSIP Number

FAQ

Key Financial Figures

• $1.00 — tion (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securiti

Filing Documents

• d818843dsc13da.htm (SC 13D/A) — 46KB
• d818843dex991.htm (EX-99.1) — 51KB
• 0001193125-24-125347.txt ( ) — 98KB

of the Schedule 13D is amended to add the following information

Item 4 of the Schedule 13D is amended to add the following information: On April 28, 2024, UMBF entered into an Agreement and Plan of Merger (the Merger Agreement) with Heartland Financial USA, Inc., a Delaware corporation (HTLF) and Blue Sky Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UMBF (Blue Sky Merger Sub). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Blue Sky Merger Sub will merge with and into HTLF (the Merger), with HTLF surviving the Merger as a wholly owned subsidiary of UMBF (the Surviving Entity) and (ii) immediately following the effective time of the Merger (the Effective Time) and as part of a single, integrated transaction, the Surviving Entity will merge with and into UMBF (the Second Merger), with UMBF surviving the Second Merger. In connection with the Merger Agreement, the Reporting Person entered into the following agreement with or for the benefit of UMBF and HTLF, as described below. 3 Support Agreement Concurrently with the execution and delivery of the Merger Agreement, on April 28, 2024, the Reporting Person entered into a support agreement (the Support Agreement) with respect to the shares of Common Stock that the Reporting Person owns beneficially or of record, and has the sole power to vote or direct the voting of, representing approximately 5.6% of the issued and outstanding shares of Common Stock as of the date thereof (the Subject UMB Shares), pursuant to which, among other things, the Reporting Person has agreed, subject to the terms of the Support Agreement, to (i) vote the Subject UMB Shares in favor of the approval of the Share Issuance (as defined in the Merger Agreement) and the Articles Amendment (as defined in the Merger Agreement), and against any alternative business combination proposals and (ii) not transfer the Subject UMB Shares, with certain limited exceptions. The Support Agreement will terminate upon the earlier of the termi

(a) of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) As of the date of this report, the Reporting Person is deemed beneficially to own 4,093,195 shares of Common Stock, representing approximately 8.4% of the shares of Common Stock treated as being outstanding as of April 28, 2024. Such number of shares includes 27,964 shares of Common Stock subject to presently exercisable options or options exercisable within 60 days of the date of filing of this

(b) of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: (b) Number of shares to which the Reporting Person has: (i) Sole power to vote or direct the vote: 2,750,843 (ii) Shared power to vote or to direct the vote: 1,342,352 (iii) Sole power to dispose or to direct the disposition of: 2,750,843 (iv) Shared power to dispose or to direct the disposition: 1,342,352 4 The Reporting Person may be deemed to beneficially own UMBF Common Stock held by several affiliated entities. The Trust is the majority shareholder and the Reporting Person is an officer and director of Kemper Realty Company (Kemper Realty) and Pioneer Service Corporation (Pioneer). Each of Kemper Realty and Pioneer are entities through which voting and investment decisions may be controlled, directly or indirectly, by the Reporting Person. Kemper Realty holds 290,397 shares and Pioneer holds 395,989 shares. 1,000 shares of UMBF Common Stock are owned by the Reporting Persons son, and 1,000 shares are owned by the Reporting Persons daughter, and are managed in custodial accounts in their names. The Reporting Person is the custodian of these accounts and retains voting and dispositional power over these shares. The Reporting Person also shares the power to vote or dispose shares of UMBF Common Stock held in various fiduciary accounts on behalf of trusts and foundations, including: (i) 1,738,604 shares are owned by the R. Crosby Kemper Jr. Marital Trust, but sole voting and dispositive authority is held by the Reporting Person. (ii) 22,460 shares are owned by a trust under the will of Rufus Crosby Kemper, 26,838 shares are owned by the Sheila K. Dietrich Irrevocable Trust, and 68,362 shares are owned by the Enid and Crosby Kemper Foundation. In each case, UMB Bank, n.a. as trustee has sole voting and dispositive authority but may act only on the direction of the Reporting Person, Alexander C. Kemper, and Heather Miller, or any two of them. (iii) 349,568

of the Schedule 13D is hereby amended and supplemented to read as follows

Item 6 of the Schedule 13D is hereby amended and supplemented to read as follows: The information contained in Item 4 of this Amendment No. 1 is incorporated herein by reference. 5 Item7. Material to be Filed as Exhibits. 99.1 Support Agreement, dated as of April 28, 2024, by and between Heartland Financial USA, Inc. and J. Mariner Kemper 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. Dated: April 30, 2024 /s/ J. Mariner Kemper Signature Chief Executive Officer Name/Title 6

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View this SC 13D/A filing on SEC EDGAR