Amended Statement of Ownership (sc 13g/a)
February 13 2023 - 3:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
| Merchants
Bancorp |
| (Name
of Issuer) |
| |
| Common
Stock |
| (Title
of Class of Securities) |
| |
| 58844R108 |
| (CUSIP
Number) |
| |
| December 31,
2022 |
| (Date
of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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).
SCHEDULE 13G
1 |
Names of Reporting Persons
Randall D. Rogers |
2 |
Check the appropriate box if a member of
a Group (see instructions)
(a) x
(b) ¨ |
3 |
Sec Use Only
|
4 |
Citizenship or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
3,364,923 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive
Power
3,364,923 |
9 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
3,364,923 |
10 |
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions)
¨ |
11 |
Percent of class represented by amount
in row (9)
7.8% |
12 |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
1 |
Names of Reporting Persons
Mary H. Rogers |
2 |
Check the appropriate box if a member of
a Group (see instructions)
(a) x
(b) ¨ |
3 |
Sec Use Only
|
4 |
Citizenship or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
3,364,923 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive
Power
3,364,923 |
9 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
3,364,923 |
10 |
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions)
¨ |
11 |
Percent of class represented by amount
in row (9)
7.8% |
12 |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
1 |
Names of Reporting Persons
Katherine H. Rogers |
2 |
Check the appropriate box if a member of
a Group (see instructions)
(a) x
(b) ¨ |
3 |
Sec Use Only
|
4 |
Citizenship or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power
2,815,122 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
2,815,122 |
8 |
Shared Dispositive
Power
0 |
9 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
2,815,122 |
10 |
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions)
¨ |
11 |
Percent of class represented by amount
in row (9)
6.5% |
12 |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
1 |
Names of Reporting Persons
Carey Rogers Kulongoski |
2 |
Check the appropriate box if a member of
a Group (see instructions)
(a) x
(b) ¨ |
3 |
Sec Use Only
|
4 |
Citizenship or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power
3,222,106 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
3,222,106 |
8 |
Shared Dispositive
Power
0 |
9 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
3,222,106 |
10 |
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions)
¨ |
11 |
Percent of class represented by amount
in row (9)
7.5% |
12 |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
1 |
Names of Reporting Persons
Randall D. Rogers, Jr. |
2 |
Check the appropriate box if a member of
a Group (see instructions)
(a) x
(b) ¨ |
3 |
Sec Use Only
|
4 |
Citizenship or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power
3,853,606 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
3,853,606 |
8 |
Shared Dispositive
Power
0 |
9 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
3,853,606 |
10 |
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions)
¨ |
11 |
Percent of class represented by amount
in row (9)
8.9% |
12 |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
Item 1.
Merchants Bancorp
| (b) | Address of Issuer’s Principal Executive
Offices: |
410 Monon Boulevard, Carmel, IN
46032
Item 2.
| (a) | Name of Person Filing: |
Randall D. Rogers
Mary H. Rogers
Katherine H. Rogers
Carey Rogers Kulongoski
Randall D. Rogers, Jr.
Randall D. Rogers, Mary H. Rogers,
Katherine H. Rogers, Carey Rogers Kulongoski, and Randall D. Rogers, Jr. have entered into a Joint Filing Agreement pursuant to
which they have agreed to file this Schedule 13G Amendment jointly in accordance with the provisions of Rule 13d-1(k) of the
Act.
| (b) | Address of Principal Business Office or, if None, Residence: |
410 Monon Boulevard, Carmel, IN 46032
United States
| (d) | Title and Class of Securities: |
Common Stock
58844R108
| 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: |
| (a) | ¨ |
Broker or dealer registered under Section 15 of the Act; |
| (b) | ¨ |
Bank as defined in Section 3(a)(6) of the Act; |
| (c) | ¨ |
Insurance company as defined in Section 3(a)(19) of the Act; |
| (d) | ¨ |
Investment company registered under Section 8
of the Investment Company Act of 1940; |
| (e) | ¨ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ¨ |
An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ¨ |
A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ¨ |
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ |
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940; |
| (j) | ¨ |
A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |
1. Randall D. Rogers
| (a) | Amount
Beneficially Owned: 3,364,923 |
| (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 |
| (ii) | Shared
power to vote or to direct the vote: 3,364,923 |
| (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| (iv) | Shared
power to dispose or to direct the disposition of: 3,364,923 |
2. Mary H. Rogers
| (a) | Amount
Beneficially Owned: 3,364,923 |
| (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 |
| (ii) | Shared
power to vote or to direct the vote: 3,364,923 |
| (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| (iv) | Shared
power to dispose or to direct the disposition of: 3,364,923 |
3. Katherine H. Rogers
| (a) | Amount
Beneficially Owned: 2,815,122 |
| (b) | Percent
of Class: 6.5% |
| (c) | Number of shares as to which such person
has: |
| (i) | Sole
power to vote or to direct the vote: 2,815,122 |
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: 2,815,122 |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |
4. Carey Rogers Kulongoski
| (a) | Amount
Beneficially Owned: 3,222,106 |
| (b) | Percent
of Class: 7.5% |
| (c) | Number of shares as to which such person
has: |
| (i) | Sole
power to vote or to direct the vote: 3,222,106 |
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: 3,222,106 |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |
5. Randall D. Rogers, Jr.
| (a) | Amount
Beneficially Owned: 3,853,606 |
| (b) | Percent
of Class: 8.9% |
| (c) | Number of shares as to which such person
has: |
| (i) | Sole
power to vote or to direct the vote: 3,853,606 |
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: 3,853,606 |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |
| 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 ¨.
N/A
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
N/A
| Item 7. | Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding company or control person. |
N/A
| Item 8. | Identification and classification of members of the group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
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: February 13, 2023
| /s/ Randall D. Rogers |
|
| Randall D. Rogers |
|
| |
|
| /s/ Mary H. Rogers |
|
| Mary H. Rogers |
|
| |
|
| /s/ Katherine H. Rogers |
|
| Katherine H. Rogers |
|
| |
|
| /s/ Carey Rogers Kulongoski |
|
| Carey Rogers Kulongoski |
|
| |
|
| /s/ Randall D. Rogers, Jr. |
|
| Randall D. Rogers, Jr. |
|
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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