UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INDEPENDENCE BANCSHARES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45338E 10 7
(CUSIP Number)
Martha L. Long, Chief Financial Officer
c/o Independence Bancshares, Inc.
500 East Washington Street
Greenville, South Carolina 29601
864-672-1776
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 12, 2014
(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.o
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 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 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No.45338E 10 7 |
| 1 | NAMES OF REPORTING PERSONS
Baird Hageman & Co., LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)o (b)o
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | |
8 |
SHARED VOTING POWER 900,000 | ||
9 |
SOLE DISPOSITIVE POWER 0 | ||
10 |
SHARED DISPOSITIVE POWER 900,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% | ||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
2
| CUSIP No.45338E 10 7 |
| 1 | NAMES OF REPORTING PERSONS
Gordon A. Baird | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)o (b)o
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, PF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 1,672,250 | |
8 |
SHARED VOTING POWER 900,000 | ||
9 |
SOLE DISPOSITIVE POWER 1,672,250 | ||
10 |
SHARED DISPOSITIVE POWER 900,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,572,250 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% | ||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
3
| CUSIP No.45338E 10 7 |
| 1 | NAMES OF REPORTING PERSONS
Alvin G. Hageman | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)o (b)o
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, PF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | |
8 |
SHARED VOTING POWER 900,000 | ||
9 |
SOLE DISPOSITIVE POWER 0 | ||
10 |
SHARED DISPOSITIVE POWER 900,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% | ||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
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Explanatory Note
This Amendment No. 3 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on January 10, 2013, as amended by Amendment No. 1 filed with the Commission on January 17, 2013 and Amendment No. 2 filed with the Commission on May 17, 2013 (the “Schedule 13D”), by Baird Hageman & Co., LLC, Gordon A. Baird, and Alvin G. Hageman. The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the initial Schedule 13D.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated as follows:
On December 31, 2012, Baird Hageman purchased 1,562,500 shares of Common Stock of the Company in a private offering for a total of $1,250,000 in cash. The shares of Common Stock were purchased by Baird Hageman with working capital.
As disclosed in the Company’s Current Report on Form 8-K filed with the Commission on January 7, 2013, in connection with the consummation of the private offering, the Board of Directors of the Company announced the appointment of Mr. Baird as its president and chief executive officer as well as a director of the Company effective December 31, 2012. In conjunction with Mr. Baird’s appointment, the Company entered into a Stock Option Award Agreement with Mr. Baird pursuant to which Mr. Baird was granted options (the “Base Options”) to purchase 375,000 shares of Common Stock under the terms of the Company’s 2005 Stock Incentive Plan, as amended (the “Stock Incentive Plan”), with the Base Options vesting as of December 31, 2012. The exercise price for each Base Option is $0.80 per share, and the Base Options expire on December 31, 2022 unless fully exercised or terminated earlier. In addition, pursuant to the Stock Option Award Agreement, Mr. Baird was granted options to purchase 1,125,000 shares of Common Stock under the terms of the Stock Incentive Plan subject to the receipt of necessary regulatory approvals (the “Contingent Options” and together with the “Base Options” the “Options”). On May 14, 2013, Mr. Baird received regulatory approval for the Contingent Options and, as a result, on May 16, 2013 the Board of Directors of the Company ratified the grant of the Contingent Options at an exercise price of $0.80 per share pursuant to the terms of the Stock Incentive Plan. The Contingent Options incrementally vest over a three-year period (from the initial grant date of December 31, 2012) and upon the achievement of certain performance milestones (16.7%, or 187,500 shares, vest every six months beginning on June 30, 2013, provided that certain performance milestones have been met), provided that the Contingent Options will vest in full upon a change in control as defined in the Stock Option Award Agreement. The Options may be exercised by Mr. Baird with personal funds.
On March 7, 2013, Baird Hageman distributed 172,250 shares and 490,250 shares of Common Stock of the Company to Mr. Baird and Mr. Hageman, respectively, the sole members of Baird Hageman. The shares of Common Stock of the Company were distributed to the members and approved by the Company and the members in accordance with the terms of the Operating Agreement of Baird Hageman.
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On August 12, 2014, Mr. Hageman transferred, for no consideration, 490,205 shares of Common Stock of the Company individually owned to the Hageman 2013 Grantor Trust (the “Hageman Trust”). His wife, J. Hope O. Hageman, serves as trustee of the Hageman Trust with sole voting and dispositive power over the 490,205 shares of Common Stock.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a)-(b) As of August 4, 2014, the Company had 20,502,760 shares of Common Stock issued and outstanding. Baird Hageman possesses shared voting and dispositive power and beneficially owns 900,000 shares of the Common Stock, representing 4.4% of the outstanding Common Stock. Because Mr. Baird and Mr. Hageman serve as the sole authorized members of the Members Board of Baird Hageman, each may be deemed to possess shared voting and dispositive power over the 900,000 shares of Common Stock held by Baird Hageman.
Mr. Baird will possess sole voting and dispositive power over the shares of Common Stock received upon exercise of the Options, and Mr. Baird possesses sole voting and dispositive power over the 172,250 shares of Common Stock distributed by Baird Hageman to Mr. Baird on March 7, 2013. Accordingly, as May 13, 2013, Mr. Baird may be deemed to beneficially own an aggregate of 2,572,250 shares of the Common Stock (900,000 shares held by Baird Hageman, 172,250 shares distributed by Baird Hageman to Mr. Baird, and 1,500,000 shares held by Mr. Baird assuming the Options are exercised in full), representing 12.5% of the outstanding Common Stock.
On August 12, 2014, Mr. Hageman transferred, for no consideration, 490,205 shares of Common Stock of the Company individually owned to the Hageman Trust. His wife, J. Hope O. Hageman, serves as trustee of the Hageman Trust with sole voting and dispositive power over the 490,205 shares of Common Stock.
(c) No change.
(d) No change.
(e)No change.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to Be Filed as Exhibits
| Exhibit 1 | Joint Filing Agreement, dated January 9, 2013 by and between Baird Hageman & Co., LLC and Gordon A. Baird (incorporated by reference to Exhibit 1 of the initial Schedule 13D filed on January 10, 2013). |
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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.
Date: August 25, 2014
| Baird Hageman & Co., LLC | |
| By: /s/ Gordon A. Baird | |
| Gordon A. Baird, an authorized member of the Members Board | |
| /s/ Gordon A. Baird | |
| Gordon A. Baird | |
| /s/ Alvin G. Hageman | |
| Alvin G. Hageman |
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