Form SC 13D - General statement of acquisition of beneficial ownership
December 26 2023 - 4:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Auburn
National Bancorporation, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
050473107
(CUSIP Number)
Sandra J. Spencer
100 N. Gay Street
Auburn, Alabama 3630
(334) 887-2772
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 14, 2023
(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 persons 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. 050473107
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(1) |
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Names of reporting persons
Sandra J. Spencer |
(2) |
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Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☐
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(3) |
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SEC use only
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(4) |
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Source of funds (see
instructions) OO |
(5) |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e) Not
applicable. |
(6) |
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Citizenship or place or
organization United States of
America |
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Number of
shares beneficially
owned by each
reporting person
with: |
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(7) |
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Sole voting power
741,978.89 |
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(8) |
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Shared voting power
20,322 |
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(9) |
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Sole dispositive power
741,978.89 |
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(10) |
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Shared dispositive power
20,322 |
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(11) |
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Aggregate amount beneficially owned by each reporting person
Sandra J. Spencer beneficially owns 743,322.44 shares, including 666,825 shares held as the sole Personal Representative of the Estate of
Edward L Spencer, Jr.; 47,882 shares held in a trust established by Edward L. Spencer, Jr., where she is sole trustee; 17,000 shares held pursuant to a power of attorney from Ruth Spencer, 10,271.89 shares held individually, 1,320 shares reflecting
a one-third membership interest in Spencer LLC which holds 3,960 shares, and 73.55 shares owned by Ms. Spencers husband, individually. |
(12) |
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Check if the aggregate
amount in Row (11) excludes certain shares (see instructions)
The amount shown in Row 11 excludes a total of 19,022 shares, including 2,640 shares which reflect her two brothers membership
interests in Spencer LLC where Ms. Spencer is one of three members; and 16,362 shares held by the Edward L. Spencer Foundation (the Foundation) , where Ms. Spencer is one of three directors. Ms. Spencer disclaims any economic
interest in these 19,022 shares. |
(13) |
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Percent of class
represented by amount in Row (11) 21.28% based on the total
outstanding shares reported on the cover page of the Issuers Quarterly Report on Commission Form 10-Q as of and for the period ended September 30, 2023. |
(14) |
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Type of reporting person
(see instructions) IN and OO |
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Item 1. Security and Issuer.
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Security: |
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Common Stock, par value $0.01 per share (Shares). |
Issuer: |
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Auburn National Bancorporation, Inc. |
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100 N. Gay Street |
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Auburn, Alabama 36830 |
Item 2. Identity and Background.
Sandra J. Spencer
Business
Address: c/o 100 N. Gay Street
Auburn, Alabama 36830
Present Principal Occupation: Retired from Auburn University
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. Ms. Sandra J. Spencer acquired the voting and dispositive power over Shares aggregating 5% or more of the Issuers outstanding
shares of common stock as a result of the death of Edward L. Spencer, Jr., her father, and Ms. Spencers appointment as his estates (the Estate) personal representative under Mr. Spencers Will and her becoming
the successor to Mr. Spencer as trustee under a trust established by Mr. Spencer. Ms. Spencers appointment as the Estates Personal Representative was confirmed on December 14, 2023 by the Lee County, Alabama Probate
Court. Prior to Mr. Spencers death and her appointment as Personal Representative of the Estate, Ms. Spencer held beneficial ownership of less than 1.00% of the Companys outstanding shares of common stock.
Item 4. Purpose of Transaction.
To
administer and settle the Estate as the Personal Representative of the Estate and to serve as trustee of related testamentary trusts. There are no actions of the type specified in the Instruction to this Item 4 or similar actions contemplated
presently.
Item 5. Interest in Securities of the Issuer.
a. |
See responses to Items 11-13 above. The aggregate number
of Shares beneficially owned is 743,322.44. The cover page of the Issuers Quarterly Report on Commission Form 10-Q as of and for the period ended September 30, 2023 reported that the Issuer had
3,493,614 Shares issued and outstanding . |
b. |
See responses to Items 11-13 above. |
c. |
None, except as described with in Item 3 above, and as a result of the death of
Mr. Edward L. Spencer, Jr. A total of 8,484 shares held in Mr. Spencers Individual Retirement Account (IRA) were transferred in accordance with the IRAs terms to the Foundation as the beneficiary of the IRA.
Ms. Spencer has held the power of attorney over Mrs. Ruth Spencers Shares since October 12, 2023 when her father, Edward L. Spencer died. |
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
Not applicable.
Item 7. Materials to be Filed as
Exhibits.
None.
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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.
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Date: December 26, 2023 |
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Signature: |
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/s/ Sandra J. Spencer |
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Name: |
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Sandra J. Spencer |
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Title: |
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Individually and as Personal Representative of the Estate of Edward L. Spencer, Jr. and as Trustee of the E.L. Spencer Jr. 2008 Revocable Trust |
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