M&A - KEMPER J MARINER

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-04

Corporate Action: Merger

Type: Update

Accession Number: 000095017025013995

Filing Summary: This document is Amendment No. 2 to Schedule 13D filed by J. Mariner Kemper concerning UMB Financial Corporation (UMBF). It includes details about a merger agreement entered into on April 28, 2024, between UMBF and Heartland Financial USA, Inc., which was executed on January 31, 2025, resulting in UMBF's common stock increasing to 72,473,137 shares. Each share of Heartland Financial's common stock was converted to 0.55 shares of UMBF common stock. The Reporting Person, J. Mariner Kemper, is the Chairman and CEO of UMBF, and this amendment updates share ownership and maintains the previous disclosures while reiterating that no further actions relating to future events are planned as of this date. The Reporting Person currently holds 3,757,772 shares of UMBF common stock, representing approximately 5.2% of total outstanding shares. Additionally, it outlines the voting powers he holds over different trusts and entities connected to UMBF shares.

Additional details:

Reporting Person: J. Mariner Kemper


Merger Agreement Date: 2024-04-28


Merger Effective Date: 2025-01-31


Htlf Conversion Ratio: 0.55


Total Shares Of Umbf After Merger: 72,473,137


Beneficial Ownership: 3,757,772


Percentage Of Shares: 5.2%


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