AMENDMENT NO. 5 TO RULE 13e-3 TRANSACTION
STATEMENT
This Amendment No. 5 (this “Final Amendment”) to the Rule
13e-3 Transaction Statement on Schedule 13E-3 that was originally filed on April 26, 2022 by BankGuam Holding Company, a Guam corporation (the
“Company”), as amended by Amendment No. 1 filed June 7, 2022, Amendment No. 2 filed June 17, 2022, Amendment No. 3 filed September 29, 2022, and Amendment No. 4 filed November 4, 2022, is
being filed by the Company to report the results of the Rule 13e-3 transaction described below.
As previously reported, at the Annual Meeting of Shareholders of the Company held on July 25, 2022, the shareholders of the Company
approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation, whereby the Company would effect a 1-for-500 reverse stock split (the
“Reverse Stock Split”) of its common stock, eliminate fractional shares resulting from the Reverse Stock Split, and pay cash consideration for such resulting fractional shares at the rate of $14.75 per
pre-split share.
On October 31, 2022, the Company filed a Certificate of Amendment to the
Second Amended and Restated Articles of Incorporation of the Company with the Guam Department of Revenue and Taxation to effect the Reverse Stock Split.
As a result of the Reverse Stock Split, each 500 shares of issued and outstanding shares of the Company’s common stock outstanding on
November 1, 2022 were automatically converted into one share of the Company’s post-split common stock. In lieu of issuing fractional shares, the Company will pay $14.75 for each share of stock that would have resulted in the issuance of a
fractional share as a result of the Reverse Stock Split. Shareholders owning fewer than 500 shares of common stock prior to the Reverse Stock Split had such shares canceled and converted into the right to receive $14.75 for each share of such stock
held prior to the Reverse Stock Split.
Following the Reverse Stock Split, the total number of shares of the Company’s common stock
issued and outstanding was approximately 18,260, and the number of holders of record of the Company’s common stock was approximately 1,100.
Following the filing of this Final Amendment, the Company expects to file a Form 15 for the certification and notice of termination of
registration under Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
After due 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: December 9, 2022
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BankGuam Holding Company |
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/s/ Symon Madrazo |
Symon Madrazo |
Senior Vice President and Chief Financial Officer |