FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

Federal Deposit Insurance Corporation 

INTERAGENCY NOTICE OF CHANGE IN CONTROL

Public reporting burden for the collection of information for this notice is estimated to average 30.5 hours, including the 

time to gather and maintain data in the required form, to review instructions, and to complete the information collection. 

Send comments regarding this burden estimate or any other aspect of this collection of information, including 

suggestions for reducing this burden to: Paperwork Reduction Act, Legal Division, Federal Deposit Insurance 

Corporation (FDIC), 550 17th Street, NW, Washington, DC 20429; Secretary, Board of Governors of the Federal 

Reserve System (Board), 20th St. and Constitution Ave., NW, Washington, DC 20551; Licensing Activities Division, 

Office of the Comptroller of the Currency (OCC), 400 7th Street, SW, Washington, DC 20219; and to the Office of 

Management and Budget (OMB), Paperwork Reduction Project, Washington, DC 20503. 

An organization or a person is not required to respond to a collection of information unless it displays a currently valid 

OMB control number. 

GENERAL INFORMATION AND INSTRUCTIONS 

Preparation and Use 

This form is used to file notice to acquire control of a depository institution or a holding company, pursuant to the Change 

in Bank Control Act, as amended (12 U.S.C. §1817(j)). As used in this form, “holding company” means a bank holding 

company, a savings and loan holding company, or other company that controls a depository institution. The information 

must be submitted to the appropriate federal banking agency of the institution whose shares are to be acquired. All 

inquiries on preparation of the notice should be directed to that agency which, in some circumstances, may modify the 

information requested. 

The federal banking agency will review the submitted notice to determine if it is complete. If the submitted notice is not 

complete, the federal banking agency may either request additional information or it may return the notice. If the required 

information is not available, please explain. When the notice is complete, the federal banking agency will confirm its 

determination in writing. The questions are not intended to duplicate information supplied on another form or in an 

exhibit; a cross-reference to the information is acceptable. Any cross-reference must be made to a specific location in 

the documents, so the information can be found easily. If additional space is needed to provide complete answers, 

please attach additional sheets or exhibits. 

For additional information regarding the processing procedures and guidelines, and any supplemental information that 

may be required, refer to the appropriate federal banking agency's procedural guidelines (for example, the OCC's Rules 

and Regulations (12 C.F.R. Part 5), the Comptroller's Licensing Manual, the FDIC's Rules and Regulations (12 C.F.R. 

Part 303), the Board's Regulations Y and LL (12 C.F.R. Part 225 and 12 C.F.R. Part 238, respectively)) and relevant 

policy statements. Contact the agency directly for specific instruction, or visit its website at www.occ.treas.gov, 

www.fdic.gov, or www.federalreserve.gov.

Biographical and Financial Report 

To assist the appropriate Federal banking agencies in evaluating the factors specified in the Change in Bank Control Act, 

an Interagency Biographical and Financial Report is generally required for each person named in the notice. 

Supporting Information 

The questions in the notice are not intended to limit the acquirer's responses, and the federal banking agency may 

request additional necessary information. If any information furnished in the notice changes materially during the 

processing of the notice or prior to consummation, such changes should be communicated promptly to the federal 

banking agency with which the notice was filed. 
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

Compliance 

The acquirer is expected to comply with all representations and commitments made in connection with this notice. 

Transactions subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a), which applies to 

certain very large transactions, require a pre-merger filing with the Federal Trade Commission and the Department of 

Justice. 

Notice of Publication 

An acquirer must publish an announcement soliciting public comment on the proposed acquisition in a newspaper of 

general circulation in the community in which the home office of the depository institution or holding company is located 

(12 C.F.R. § 303.87). In the case of a bank holding company or savings and loan holding company, an announcement 

also must be published in each community in which the home office of a bank or savings association subsidiary of the 

holding company is located. A copy of the affidavit(s) of publication should be submitted to the appropriate federal 

banking agency. Contact the appropriate federal banking agency for the specific requirements of the notice of 

publication. 

Confidentiality 

Any acquirer desiring confidential treatment of specific portions of the notice must submit a request in writing with the 

submission of the notice. The request must discuss the justification for the requested treatment. An acquirer's reasons 

for requesting confidentiality should specifically demonstrate the harm (for example, loss of competitive position, invasion 

of privacy) that would result from public release of information (5 U.S.C. § 552). Information for which confidential 

treatment is requested should be: (1) specifically identified in the public portion of the notice (by reference to the 

confidential section); (2) separately bound; and (3) labeled “Confidential.” An acquirer should follow the same procedure 

for a request for confidential treatment for the subsequent filing of supplemental information to the notice. 

An acquirer should contact the appropriate federal banking agency for specific instructions regarding requests for 

confidential treatment. The appropriate federal banking agency will determine whether the information will be treated as 

confidential and will advise the acquirer of any decision to publicly release information labeled as “Confidential.”
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

PRIVACY ACT STATEMENT 

Purposes 

This form is used to file notice to acquire control of a depository institution or a holding company, pursuant to the Change 

in Bank Control Act, as amended (12 U.S.C. § 1817(j)), to the federal banking agencies, respectively, the Board of 

Governors of the Federal Reserve System (Board), the Office of the Comptroller of the Currency (OCC), and the Federal 

Deposit Insurance Corporation (FDIC). This Privacy Act statement is made pursuant to the requirements of the Privacy 

Act of 1974, 5. U.S.C. § 552a. For this particular form, the Privacy Act statement applies only to Board and FDIC filers, as 

the OCC does not maintain the information in a system where it is retrieved by a personal identifier. 

Authority 

Change in Bank Control Act, as amended (12 U.S.C. § 1817(j)). 

Effects of Nondisclosure 

This form solicits information that enables the federal banking agencies to evaluate and make a decision on each 

proposed change in control under the standards prescribed in the Change in Bank Control Act. Provision of the requested 

information is voluntary. However, failure to provide information requested in connection with the processing of this notice 

may result in disapproval of a proposed acquisition or a determination that complete notice has not been submitted. 

Routine Uses for Board Filers 

The information you provide will be stored by the Board in the System of Records entitled "BGFRS-37: Electronic 

Applications." All or part of the information may be disclosed outside of the Board as follows: 

1. To the appropriate federal, state, local, foreign, or self-regulatory organization or agency responsible for 

investigating, prosecuting, enforcing, implementing, issuing, or carrying out a statute, rule, regulation, order, 

policy, or license if the information may be relevant to a potential violation of civil or criminal law, rule, regulation, 

order, policy, or license; 

2. To a federal agency in the executive, legislative, or judicial branch of government, or to a Federal Reserve Bank, 

in connection with the hiring, retaining, or assigning of an employee, the issuance of a security clearance, the 

conducting of a security or suitability investigation of an individual, the classifying of jobs, the letting of a contract, 

the issuance of a license, grant, or other benefits by the receiving entity, or the lawful statutory, administrative, or 

investigative purpose of the receiving entity to the extent that the information is relevant and necessary to the 

receiving entity's decision on the matter; 

3. To a congressional office in response to an inquiry made by the congressional office at the request of the 

individual to whom the record pertains; 

4. To the Department of Justice, a court, an adjudicative body or administrative tribunal, a party in litigation, or a 

witness if the Board (or in the case of an Office of Inspector General (OIG) system, the OIG) determines, in its 

sole discretion, that the information is relevant and necessary to the matter; 

5. To contractors, agents, or others performing work on a contract, service, cooperative agreement, job, or other 

activity for the Board and who have a need to access the information in the performance of their duties or 

activities for the Board; 
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

PRIVACY ACT STATEMENT 

(continued) 

6. To appropriate agencies, entities, and persons when: (1) the Board suspects or confirms that the security or 

confidentiality of information in the system of records has been compromised; (2) the Board has determined that 

as a result of the suspected or confirmed compromise there is a risk of harm to economic or property interest, 

identity theft or fraud, or harm to the security or integrity of this system or other systems or programs (whether 

maintained by the Board or another agency or entity) that rely upon the compromised information; and (3) the 

disclosure is made to such agencies, entities, and persons who are reasonably necessary to assist in connection 

with the Board's efforts to respond to the suspected or confirmed compromise and prevent, minimize, or remedy 

such harm; and 

7. To other bank and thrift regulatory agencies pursuant to explicit information sharing agreements for regulatory 

comment purposes. 

Routine Uses for FDIC Filers 

The information you provide will be stored by the FDIC in the System of Records entitled "FDIC 30-64-0004: Changes in 

Financial Institution Control Ownership Records." All or part of the information may be disclosed outside of the FDIC as 

follows: 

1. To federal, state, local, foreign, or self-regulatory authorities responsible for investigating or prosecuting a 

violation of, or for enforcing or implementing a statute, rule, regulation, or order issued, when the information 

indicates a violation or potential violation of law, whether civil, criminal, or regulatory in nature, and whether 

arising by general statute or particular program statute, or by regulation, rule, or order issued pursuant thereto; 

2. To a court, magistrate, or other administrative body in the course of presenting evidence, including disclosures to 

counsel or witnesses in the course of civil discovery, litigation, or settlement negotiations or in connection with 

criminal proceedings, when the FDIC is a party to the proceeding or has a significant interest in the proceeding, 

to the extent that the information is determined to be relevant and necessary; 

3. To a congressional office in response to an inquiry made by the congressional office at the request of the 

individual who is the subject of the record; 

4. To appropriate agencies, entities, and persons when (1) FDIC suspects or has confirmed that there has been a 

breach of the system of records; (2) FDIC has determined that as a result of the suspected or confirmed breach 

there is a risk of harm to individuals, FDIC (including its information systems, programs, and operations), the 

federal government, or national security; and (3) the disclosure made to such agencies, entities, and persons is 

reasonably necessary to assist in connection with FDIC's efforts to respond to the suspected or confirmed breach 

or to prevent, minimize, or remedy such harm; 

5. To another federal agency or federal entity, when FDIC determines that information from this system of records is 

reasonably necessary to assist the recipient agency or entity in (1) responding to a suspected or confirmed 

breach or (2) preventing, minimizing, or remedying the risk of harm to individuals, the recipient agency or entity 

(including its information systems, programs, and operations), the federal government, or national security, 

resulting from a suspected or confirmed breach. 

6. To federal, state, or foreign authorities in connection with hiring or retaining an individual, conducting a 

background security or suitability investigation, adjudication of liability, or eligibility for a license, contract, grant, 

or other benefit; 

7. To contractors, grantees, volunteers, and others performing or working on a contract, service, grant, cooperative 

agreement, or project for the FDIC, the OIG, or the federal government for use in carrying out their obligations 

under such contract, grant, agreement or project; and 
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

 a. Name and address of acquirer(s):

1. Identify:

(If an individual, provide last name, first name, and middle name.)

(If a corporation or other entity, provide the full legal name and the type of organization. For example, ABC 

company, a corporation, or ABC, a partnership, or ABC, a trust. If a trust, list the trustees and the beneficiaries.)

Acquirer(s) Street Address City, State, Province 

Zip Code, Country

Identify Group Acting in 

Concert Reason(s) 

Considered Acting in Concert 

Cite Relevant Regulatory 

Provisions 

(if applicable)

City State ZIP/Postal Code

Street Address

Name of Depository Institution or Holding Company

City State Zip Code

Street Address

Employer

 c. Name, title, employer, address, telephone number, and email address of the person to whom inquiries concerning 

 this notice may be directed:

Name

Title

Telephone Number Email Address

1

 If the holding company is not a bank holding company or a savings and loan holding company, include the name and address of the 

subsidiary depository institution as well. 

 b. Name and address of depository institution or holding company whose shares are to be acquired.1

Country
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

2 a. Indicate whether any acquirer will join an existing individual, company, or group acting in 

concert that controls or will control the target institution. Yes No

 b. If the response to 2a. is "Yes," list each other individual, company or group acting in concert, along with the amount 

of ownership and control of voting securities held by each such individual, company or group acting in concert and 

the capacity in which voting securities are owned or controlled by such individual, company, or group acting in 

concert (as trustee or otherwise).

 c. If the response to 2a. is "Yes," has a Change in Control notice for the individual, company, or 

group acting in concert previously been reviewed? Yes No

3. Is this Notice being filed prior to the acquisition of control? Yes No

4. If the response to 2c. or 3. is "No", identify the exception to the prior notice requirement upon which the acquirer(s) 

 relies. If no exception is available, discuss the reason(s) prior notice was not given, and provide all necessary 

 information related to the transaction.

5. For each class of securities of the depository institution or holding company to be acquired, provide the total number 

 of shares (include options and warrants on such shares). For any shares other than common stock, provide a copy of 

 the relevant terms.

 a. Voting shares:

Authorized

Shares Options Warrants

Currently Outstanding

Shares Options Warrants

Pro forma Outstanding

Shares Options Warrants

 b. Nonvoting shares:

Shares Options Warrants

Pro forma Outstanding

Currently Outstanding

Shares Options Warrants

Shares Options Warrants

Authorized
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

6. Provide the following information regarding all securities to be acquired. For any shares (including options and 

 warrants) registered or to be registered in another name (such as a trust, corporation, or partnership), indicate the 

 names of registered parties, beneficial owners and trustees, as applicable. 

 a. Voting shares (include options or warrants that are convertible into voting shares)

Full name of each 

acquirer or transferee

Number of shares 

(include options and 

warrants) per class of 

securities now owned, 

controlled, or held 

Number of shares 

(include options and 

warrants) per class of 

securities to be 

purchased by or 

transferred to the 

acquirer or transferee

Number of shares 

(include options and 

warrants) per class of 

securities after 

completion of 

acquisition

TOTAL

Total as percent of shares 

outstanding per class of 

securities

 b. Nonvoting shares (if any are owned or controlled by an acquirer who owns, controls, or has the power to vote 

 voting securities) 2

Full name of each 

acquirer or transferee

Number of shares 

(include options and 

warrants) per class of 

securities now owned, 

controlled, or held 

Number of shares 

(include options and 

warrants) per class of 

securities to be 

purchased by or 

transferred to the 

acquirer or transferee

Number of shares 

(include options and 

warrants) per class of 

securities after 

completion of acquisition

TOTAL

Total as percent of shares 

outstanding per class of 

securities

2

 Include nonvoting equity shares, but not any shares or form of debt that would be considered a class of voting 

securities.
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

 c. Debt instruments and other investments (if any are owned or controlled by an acquirer who owns, controls, or has 

 the power to vote voting securities) not included in parts a. or b.

Full name of each 

acquirer or transferee

Amount of debt or other 

investments now owned, 

controlled, or held 

Amount of debt or other 

investments to be 

purchased by or 

transferred to the 

acquirer or transferee

Amount of debt or other 

investments to be 

owned, controlled, or 

held after completion of 

the acquisition

TOTAL

Total as percent of debt or 

other investments 

outstanding

 d. Provide a narrative description of the transactions above, as well as any related transactions. Related 

 transactions include, but are not limited to, acquisitions of any form of debt issued by the holding company or 

 depository institution. This information is necessary to understand the acquirer's total financial investment in the 

 depository institution or holding company.

7. Indicate: 

 a. The purchase price(s) per share of voting shares to be acquired $

$ b. The purchase of price(s) per share of nonvoting shares to be acquired

$ c. Total purchase price for the entire proposed transaction

$ d. The current market value per share of voting shares (including date and 

 source of information, if available) Date __________ Source _______________

$ e. The current market value per share of nonvoting shares (including date and 

 source of information, if available) Date __________ Source _______________

8a. Discuss the proposal, including the purpose, terms, and conditions of the acquisition, and the manner in which the 

 acquisition will be made.

 b. Summarize and attach copes of all pertinent documents. Identify the documents that have been included by 

 checking the appropriate boxes below. 

 Check all that apply and attach a copy of each:

Purchase and Sale Agreements Shareholder Agreements

Non-Compete Agreements Employment Contracts

Trust Agreements Invitations, Tender Offers, or Solicitation Materials

Other:
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

9. Provide the following information for all voting and nonvoting shares and debt instruments to be acquired and funds to 

 be sourced for the contemplated purchase. For each acquirer or transferee, list all distinct sources of funds and the 

 amount obtained from each source. 

Name of each acquirer 

or transferee Total purchase price Source(s) of funds Amount of funds from each source

TOTAL

 

 a. If cash funds will be used, provide copies of checking, savings, or money market account statements. If assets 

 will be liquidated, list those assets and provide a copy of any documents pertaining to such transactions. 

 

 

 

 b. If any portion of the funds (or other consideration) for the acquisition will be borrowed, indicate the name of each 

 borrower, name and address of each lender, amount financed, collateral to be pledged, and terms of the 

 transaction, including interest rates, amortization requirements, guarantors, endorsers, co-makers, and any other 

 arrangements, agreements, and understandings between and among the parties. If applicable, submit a copy of 

 any loan commitment letter or similar documentation. 

 

 

 

 c. Provide a full description of the source(s) of funds to be used to service or repay the borrowed funds. Provide 

 details if the acquirer will rely on salaries, dividends, fees, or other funds from the depository institution or holding 

 company to be acquired. 

 

10. Provide the following information regarding the source(s) of shares to be acquired:

Name of each seller, 

transferor, or issuer

Number of shares of 

voting securities to be 

sold or transferred

Number of shares of 

nonvoting securities to 

be sold or transferred

Amount of debt and 

other investments to be 

sold or transferred

TOTAL

Total as percent of total 

shares outstanding per 

class of securities (or as a 

percent of debt or other 

investments outstanding)
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

13. If changes are contemplated in the board of directors or senior executive officers of the depository institution or 

 holding company to be acquired, provide a current and pro forma list of officers and directors. The appropriate 

 federal banking agency should be contacted to determine the filing or other information requirements associated 

 with changes to the board of directors or senior executive officers, pursuant to Section 32 of the Federal Deposit 

 Insurance Act (12 U.S.C. § 1831i). 

14. For each acquirer, indicate any positions currently held (director, officer, or employee) in any other depository 

 institution or holding company. Also indicate if any acquirer directly or indirectly (such as through personal trusts, 

 corporations, or similar arrangements) owns, controls, or has power to vote 5 percent or more of any class of voting 

 securities or other voting equity interests of any other depository institution or holding company.

Name of each acquirer 

 or transferee

Name and address of 

each depository 

institution or holding 

company

Position and 

date appointed

Percent ownership 

of class of securities

15. If any office of any depository institution or holding company with which the acquirer is currently associated is 

 located in the same geographic market as the subject institution, provide the name and location of each office of 

 such other organization. 

16. If the acquirer is a company and the acquirer is engaged, directly or indirectly (including through a subsidiary), in 

 insurance activities that are supervised by a state insurance regulator, provide: 

 a. The name of the company; 

 b. A description of the insurance activity that the company is engaged in and has plans to conduct; and 

 c. A list of each state and the lines of business in that state in which the company holds, or will hold, an insurance 

 license. Indicate the state where the company holds a resident license or charter, as applicable.

State Line of Business

12. Describe in detail any plans or proposals that any acquirer may have to: (a) liquidate the depository institution or 

 holding company to be acquired, (b) sell its assets, (c) merge it with any company, or (d) make any other significant 

 change in its business strategy or corporate structure. 

11. Identify any person or parties employed, retained, or to be compensated by any acquirer, or by any person on behalf 

 of any acquirer, to make solicitations or recommendations to stockholders and thereby assist in the acquisition. 

 Include a description of the terms of such employment, retainer, or arrangement for compensation, and provide a 

 copy of any such agreement or contract. 
FDIC 6822/01 (7-21)

FDIC OMB No. 3064-0019; Expiration Date: 07/31/2024 

Federal Reserve OMB No. 7100-0134; Expiration Date: 05/31/2024 

OCC OMB No. 1557-0014; Expiration Date: 01/31/2024

CERTIFICATION 

This notice must be signed by each acquiring party, or by at least two directors, officers, partners, or others authorized to 

sign on behalf of an acquiring party that is not an individual. 

I certify that the information contained in this notice has been examined carefully by me and is true, correct, and 

complete, and is current as of the date of this submission. I acknowledge that any misrepresentation or omission of a 

material fact constitutes fraud in the inducement and may subject me to legal sanctions provided by 18 U.S.C. §§ 1001 

and 1007. 

I acknowledge that final action on this notice is in the discretion of the appropriate federal banking agency. Actions or 

communications, whether oral, written, or electronic, by an agency or its employees in connection with this filing, do not 

constitute a contract, either express or implied, or any other obligation binding upon the agency, other Federal banking 

agencies, the United States, any other agency or entity of the United States, or any officer or employee of the United 

States. Such actions or communications will not affect the ability of any federal banking agency to exercise its 

supervisory, regulatory, or examination powers under applicable law and regulations. I further acknowledge that the 

foregoing may not be waived or modified by any employee or agent of a federal banking agency or of the United States. 

Name

Signature

Title (if applicable) Title (if applicable)

Name

Signature

Signed this 

Day

day of

Month

,

Year

.