FDIC 6800/05 (5-04) 

FEDERAL DEPOSIT INSURANCE CORPORATION

 WASHINGTON, D.C. 20429 OMB APPROVAL

OMB NUMBER: 3064-0030 

EXPIRES: 04/30/2026

Estimated burden hours per 

response...1.0 

FORM 5

ANNUAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

FDIC FORM 6800/05

(12 C.F.R. 335.613)

THE FDIC IS AUTHORIZED TO SOLICIT THE INFORMATION REQUIRED BY THIS FORM PURSUANT TO SECTIONS 12(i), 16(a), 

and 23(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE RULES AND REGULATIONS THEREUNDER.

SEC RULES REFERENCED IN THIS FORM APPEAR AT 17 C.F.R. §§240.16a-1 THROUGH 16e-1.

DISCLOSURE OF INFORMATION SPECIFIED ON THIS FORM IS MANDATORY. THE INFORMATION WILL BE USED FOR THE 

PRIMARY PURPOSE OF DISCLOSING THE TRANSACTIONS AND HOLDINGS OF DIRECTORS, OFFICERS, AND BENEFICIAL 

OWNERS OF REGISTERED COMPANIES. INFORMATION DISCLOSED WILL BE A MATTER OF PUBLIC RECORD AND 

AVAILABLE FOR INSPECTION BY MEMBERS OF THE PUBLIC. THE FDIC CAN USE IT IN INVESTIGATIONS OR LITIGATION 

INVOLVING THE FEDERAL SECURITIES LAWS OR OTHER CIVIL, CRIMINAL, OR REGULATORY STATUTES OR PROVISIONS, 

AS WELL AS FOR REFERRAL TO OTHER GOVERNMENTAL AUTHORITIES AND SELF-REGULATORY ORGANIZATIONS. 

FAILURE TO DISCLOSE REQUIRED INFORMATION MAY RESULT IN CIVIL OR CRIMINAL ACTION AGAINST PERSONS 

INVOLVED FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS AND RULES.

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE 

NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENT, VALID OMB CONTROL NUMBER. 
FDIC 6800/05 (5-04) Page 2

GENERAL INSTRUCTIONS

1. When Form Must Be Filed

(a) This form must be filed on or before the 45th day after the end of the bank's fiscal year in accordance with SEC 

Rule 16a-3(f). This form and any amendment is deemed filed with the FDIC upon electronic receipt on business days 

during the hours of 8:00 a.m. until 10:00 p.m. Eastern Standard Time or Eastern Daylight Saving Time, whichever is 

currently in effect. A form received after these business hours will be deemed filed at 8:00 a.m. on the following business 

day. If this form is submitted through FDICconnect on a non-business day, it will be deemed filed at 8:00 a.m. on the 

following business day. Business days include all weekdays that are not Federal holidays. A paper form submitted by a 

reporting person that has obtained a hardship exemption under applicable FDIC rules will be deemed filed with the FDIC 

on the date it is received by the FDIC. If this form is required to be filed on an exchange, this form and any amendment is 

deemed filed with the exchange on the date it is received by the exchange.

(b) A reporting person no longer subject to Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) 

must check the exit box appearing on this form. Transactions and holdings previously reported are not required to be 

included on this form. Form 4 and Form 5 obligations may continue to be applicable. See SEC Rule 16a-3(f); see also 

SEC Rule 16a-2(b) (transactions after termination of insider status).

(c) A separate form shall be filed to reflect the beneficial ownership of securities of each bank.

(d) If a reporting person is not an officer, director, or 10 percent holder, the person should check “other” in Item 6 

(Relationship of Reporting Person to Issuer) and describe the reason for reporting status in the space provided.

2. Where Form Must Be Filed

(a) A reporting person must file Form 5 in electronic format using the secure, Internet based, FDICconnect 

Business Center to access the interagency Beneficial Ownership Filings system, except that a filing person that has 

obtained a hardship exemption under applicable FDIC rules (see Section 335.801(b) may file the form in paper format. 

For information and answers to questions regarding beneficial ownership and the completion and filing of the forms, 

please contact the FDIC Division of Supervision and Consumer Protection, Accounting and Securities Disclosure Section, 

550 17th Street, N.W., Washington, D.C. 20429. For technical questions or problems relating to the use of FDICconnect 

or Designated Coordinator registration, contact FDICconnect toll-free at 877-275-3342 or via 

E-mail at FDICconnect@fdic.gov.

(b) At the time this form or any amendment is filed with the FDIC, file one copy with each Exchange on which any 

class of securities of the bank is registered. If the bank has designated a single exchange to receive Section 16 filings, 

the copy shall be filed with that Exchange only.

(c) Any person required to file this form or amendment shall, no later than at the time the form or amendment is 

transmitted for filing with the FDIC, send or deliver a copy to the person designated by the bank to receive the copy or, if 

no person is so designated, the bank’s corporate secretary (or person performing similar functions) in accordance with 

SEC Rule 16a-3(e).

Note: If filing pursuant to a hardship exemption under FDIC rules, file three copies of this form or any amendment, at least 

one of which is signed, with the FDIC in accordance with applicable rules. (Acknowledgement of receipt by the agency 

may be obtained by enclosing a self-addressed stamped postcard or envelope identifying the form or amendment filed.)

3. Class of Securities Reported

(a) Persons reporting pursuant to Section 16(a) of the Exchange Act shall include information as to transactions 

and holdings required to be reported in any class of equity securities of the bank and the beneficial ownership at the end 

of the year of that class of equity securities, even though one or more of such classes may not be registered pursuant to 

Section 12 of the Exchange Act.
FDIC 6800/05 (5-04) Page 3

(b) The title of the security should clearly identify the class, even if the bank has only one class of securities 

outstanding; for example, “Common Stock,” “Class A Common Stock,” “Class B Convertible Preferred Stock,” etc.

(c) The amount of securities beneficially owned should state the face amount of debt securities (U.S. Dollars) or the 

number of equity securities, whichever is appropriate.

4. Transactions and Holdings Required To Be Reported

(a) General Requirements

(i) Pursuant to SEC Rule 16a-3(f), if not previously reported, the following transactions, and total beneficial 

ownership as of the end of the bank’s fiscal year (or the earlier date applicable to a person ceasing to be an insider during 

the fiscal year) for any class of securities in which a transaction is reported, shall be reported:

(A) any transaction during the issuer's most recent fiscal year that was exempt from Section 16(b) of the 

Act, except: (1) any transaction exempt from Section 16(b) pursuant to §240.16b-3(d), §240.16b-3(e), or §240.16b-3(f) 

(these are required to be reported on Form 4); (2) any exercise or conversion of derivative securities exempt under either 

§240.16b-3 or §240.16b-6(b) (these are required to be reported on Form 4); (3) any transaction exempt from Section 16(b) 

of the Act pursuant to §240.16b-3(c), which is exempt from Section 16(a) of the Act; and (4) any transaction exempt from 

Section 16 of the Act pursuant to Section 16(a) rule;

(B) any small acquisition or series of acquisitions in a 6 month period during the bank’s fiscal year not 

exceeding $10,000 in market value (See SEC Rule 16a-6); 

(C) any transactions or holdings that should have been reported during the bank’s fiscal year on a Form 

3 or Form 4, but were not reported. The first Form 5 filing obligation shall include all holdings and transactions that should 

have been reported in each of the bank’s last two fiscal years but were not. See Instruction 8 for the code to identify 

delinquent Form 3 holdings or Form 4 transactions reported on this Form 5.

Note: A required Form 3 or Form 4 must be filed within the time specified by this form. Form 3 holdings or Form 4

transactions reported on Form 5 represent delinquent Form 3 and Form 4 filings.

(ii) Each transaction should be reported on a separate line. Transaction codes specified in Instruction 8 should 

be used to identify the nature of the transactions resulting in an acquisition or disposition of a security. A deemed 

execution date must be reported in Column 2A of Table I or Column 3A of Table II only if the execution date for the 

transaction is calculated pursuant to §240.16a-3(g)(2) or §240.16a-3(g)(3). 

(iii) Every transaction shall be reported even though acquisitions and dispositions with respect to a class of 

securities are equal. Report total beneficial ownership as of the end of the bank’s fiscal year for all classes of securities in 

which a transaction was reported.

(b) Beneficial Ownership Reported (Pecuniary Interest)

(i) Although, for purposes of determining status as 10 percent holder, a person is deemed to beneficially own 

securities over which that person exercises voting or investment control (See SEC Rule 16a-1(a)(1)), for reporting 

transactions and holdings, a person is deemed to be the beneficial owner of securities if that person has or shares the 

opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities (“pecuniary 

interest”). See SEC Rule 16a-1(a)(2). See also SEC Rule 16a-8 for the application of the beneficial ownership definition 

to trust holdings and transactions.

(ii) Both direct and indirect beneficial ownership of securities shall be reported. Securities beneficially owned 

directly are those held in the reporting person’s name or in the name of a bank, broker or nominee for the account of the 

reporting person. In addition, securities held as joint tenants, tenants in common, tenants by the entirety, or as community 

property are to be reported as held directly. If a person has a pecuniary interest, by reason of any contract, 

understanding, or relationship (including a family relationship or arrangement) in securities held in the name of another 

person, that person is an indirect beneficial owner of the securities. See SEC Rule 

16a-1(a)(2)(ii) for certain indirect beneficial ownerships.
FDIC 6800/05 (5-04) Page 4

(iii) Report transactions in securities beneficially owned directly on a separate line from those beneficially 

owned indirectly. Report different forms of indirect ownership on separate lines. The nature of indirect ownership shall be 

stated as specifically as possible; for example, “By Self as Trustee for X,” “By Spouse,” “By X Trust,” “By Y Corporation,” 

etc.

(iv) In stating the amount of securities acquired, disposed of, or beneficially owned indirectly through a 

partnership, corporation, trust, or other entity, report the number of securities representing the reporting person’s 

proportionate interest in transactions conducted by that entity or holdings of that entity. Alternatively, at the option of the 

reporting person, the entire amount of the entity’s interest may be reported. See SEC Rule 

16a-1(a)(2)(ii)(B) and SEC Rule 16a-1(a)(2)(iii).

(v) Where more than one beneficial owner of the same equity securities must report transactions on Form 5, 

such owners may file Form 5 individually or jointly. Joint and group filings may be made by any designated beneficial 

owner. Transactions with respect to securities owned separately by any joint or group filer are permitted to be included in 

the joint filing. Indicate the name and address of the designated reporting person in Item 1 of Form 5 and attach a list of 

the names and addresses of each other reporting person. Joint and group filings must include all the required information 

for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such owner by an 

authorized person. Use the Filer Information screen in the interagency Beneficial Ownership Filings system to submit 

additional joint or group filers' names and related filing information required by this form.

If this form is being filed in paper format pursuant to a hardship exemption and the space provided for signatures is 

insufficient, attach a signature page. If this form is being filed in paper format , submit any attached listing of names or 

signatures on another Form 5, copy of Form 5 or separate page of 8 1⁄2 by 11 inch white paper, indicate the number of 

pages comprising the report (form plus attachments) at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and 

include the name of the designated filer and information required by Items 2 and 3 of the form on the attachment.

See SEC Rule 16a-3(i) regarding signatures.

(c) Non-Derivative and Derivative Securities

(i) Report acquisitions or dispositions and holdings of non-derivative securities in Table I. Report acquisitions 

or dispositions and holdings of derivative securities (e.g., puts, calls, options, warrants, convertible securities, or other 

rights or obligations to buy or sell securities) in Table II. Report the exercise or conversion of a derivative security in Table 

II (as a disposition of the derivative security) and report in Table I the holdings of the underlying security. Report 

acquisitions or dispositions and holdings of derivative securities that are both equity securities and convertible or 

exchangeable for other equity securities (e.g., convertible preferred securities) only in Table II.

(ii) The title of a derivative security and the title of the equity security underlying the derivative security should 

be shown separately in the appropriate columns in Table II. The “puts” and “calls” reported in Table II include, in addition

to separate puts and calls, any combination of the two, such as spreads and straddles. In reporting an option in Table II, 

state whether it represents a right to buy, a right to sell, an obligation to buy, or an obligation to sell the equity securities 

subject to the option.

(iii) Describe in the appropriate columns in Table II characteristics of derivative securities, including title, 

exercise or conversion price, date exercisable, expiration date, and the title and amount of securities underlying the 

derivative security. If the transaction reported is a purchase or sale of a derivative security, the purchase or sale price of 

that derivative security shall be reported in column 8. If the transaction is the exercise or conversion of a derivative 

security, leave column 8 blank and report the exercise or conversion price of the derivative security in column 2.

(iv) Securities constituting components of a unit shall be reported separately on the applicable table (e.g., if a 

unit has a non-derivative security component and a derivative security component, the non-derivative security component 

shall be reported in Table I and the derivative security component shall be reported in Table II). The relationship between 

individual securities comprising the unit shall be indicated in the space provided for explanation of responses. When 

securities are purchased or sold as a unit, state the purchase or sale price per unit and other required information 

regarding the unit securities.
FDIC 6800/05 (5-04) Page 5

5. Price of Securities

(a) Prices of securities shall be reported in U.S. Dollars and on a per share basis, not an aggregate basis, except 

that the aggregate price of debt shall be stated. Amounts reported shall exclude brokerage commissions and other costs 

of execution.

(b) If consideration other than cash was paid for the security, describe the consideration, including the value of the 

consideration, in the space provided for explanation of responses.

6. Additional Information

(a) If space provided in the line items on Form 5 is insufficient, identify and enter additional information under 

Explanation of Responses.

(b) If the space provided in the line items on the paper Form 5 or space provided for additional comments is 

insufficient, attach another Form 5, copy of Form 5 or separate 8 1⁄2 by 11 inch white paper to Form 5, completed as 

appropriate to include the additional comments. Each attached page must include information required in Items 1, 2 and 3 

of the form. The number of pages comprising the report (form plus attachments) shall be indicated at the bottom of each 

report page (e.g., 1 of 3, 2 of 3, 3 of 3).

(c) If one or more exhibits are included with the form, provide a reference to such exhibit(s) under Explanation of 

Responses. If the exhibit is being filed in paper format pursuant to a hardship exemption under applicable FDIC rules, 

place the designation “P” (paper) next to the name of the exhibit in the exhibit reference.

(d) If additional information is not reported in this manner, it will be assumed that no additional information was 

provided.

7. Signature

(a) If the form is filed for an individual, it shall be signed by that person or specifically on behalf of the individual by 

a person authorized to sign for the individual. If signed on behalf of the individual by another person, the authority of such 

person to sign the form shall be confirmed to the FDIC in writing in an attachment to the form or as soon as practicable in 

an amendment by the individual for whom the form is filed, unless such a confirmation still in effect is on file with the 

FDIC. The confirming statement need only indicate that the reporting person authorizes and designates the named 

person or persons to file the form on the reporting person’s behalf, and state the duration of the authorization.

(b) If the form is filed for a corporation, partnership, trust, or other entity, the capacity in which the individual signed 

shall be set forth (e.g., John Smith, Secretary, on behalf of X Corporation).

8. Transaction Codes

Use the codes listed below to indicate in Table I, column 3 and Table II, column 4 the character of the transaction 

reported. Use the code that most appropriately describes the transaction. If the transaction is not specifically listed, use 

transaction Code “J” and describe the nature of the transaction in the space for Explanation of Responses. If a 

transaction involves an equity swap or instrument with similar characteristics use transaction Code “K” in addition to the 

code(s) that most appropriately describes the transaction (e.g., “S/K” or “P/K”).

General Transaction Codes

P – Open market or private purchase of non-derivative or derivative security

S - Open market or private sale of non-derivative or derivative security

Rule 16b-3 Transaction Codes

A – Grant, award, or other acquisition pursuant to SEC Rule 16b-3(d)

D – Disposition to the issuer of bank equity securities pursuant to SEC Rule 16b-3(e)
FDIC 6800/05 (5-04) Page 6

F – Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or 

vesting of a security issued in accordance with SEC Rule 16b-3

I – Discretionary transaction in accordance with SEC Rule 16b-3(f) resulting in acquisition or disposition of issuer 

securities

M – Exercise or conversion of derivative security exempted pursuant to SEC Rule 16b-3

Derivative Securities Codes (Except for transactions exempted pursuant to SEC Rule 16b-3)

C – Conversion of derivative security

E – Expiration of short derivative position

H – Expiration (or cancellation) of long derivative position with value received

O – Exercise of out-of-the-money derivative security

X – Exercise of in-the-money or at-the-money derivative security

Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for SEC Rule 16b-3 codes above)

G – Bona fide gift 

L – Small acquisition under SEC Rule 16a-6

W – Acquisition or disposition by will or laws of descent and distribution

Z – Deposit into or withdrawal from voting trust

Other Transaction Codes

J – Other acquisition or disposition (describe transaction)

K – Transaction in equity swap or instrument with similar characteristics

U – Disposition pursuant to a tender of shares in a change of control transaction

Form 3, Form 4, or Form 5 Holdings or Transactions Not Previously Reported

To indicate that a holding should have been reported previously on Form 3, place a “3” in Table I, Column 3 or Table II, 

Column 4, as appropriate. Indicate in the space provided for explanation of responses the event triggering the Form 3

filing obligation. To indicate that a transaction should have been reported previously on Form 4, place a “4” next to the 

transaction code reported in Table I, Column 3 or Table II, Column 4 (e.g., an open market purchase of a non-derivative 

security that should have been reported previously on Form 4 should be designated as “P4”). To indicate that a 

transaction should have been reported on a previous Form 5, place a “5” in Table I, Column 3 or Table II, Column 4, as 

appropriate. In addition, the appropriate box on the front page of the form should be checked.

9. Amendments

(a) If this form is filed as an amendment in order to add one or more lines of ownership information to Table I or 

Table II of the form being amended, provide each line being added, together with one or more footnotes under 

Explanation of Responses, as necessary, to explain the addition of the line or lines. Do not repeat lines of ownership 

information that were disclosed in the original form and are not being amended.

(b) If this form is filed as an amendment in order to amend one or more lines of ownership information that already 

were disclosed in Table I or Table II of the form being amended, provide the complete line or lines being amended, as 

amended, together with notes under Explanation of Responses as necessary to explain the amendment of the line or 

lines. Do not repeat lines of ownership information that were disclosed in the original form and are not being amended.

(c) If this form is filed as an amendment for any other purpose other than or in addition to the purpose described in 

items (a) or (b) of this General Instruction 9, provide one or more notes under Explanation of Responses, as necessary, to 

explain the amendment.