UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

 

 

 

FIRST INTERSTATE BANCSYSTEM, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

32055Y 201

(CUSIP Number)

 

James R. Scott

c/o First Interstate BancSystem, Inc.

401 North 31st Street

Billings, Montana 59116

(406) 255-5390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 23, 2024

(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. ☒

 

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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 32055Y 201 13D Page 2 of 22 pages

 

 

1.

Names of Reporting Persons

 

Shareholders affiliated with Risa K. Scott

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF; OO

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 7.

Sole Voting Power

 

400,756

8.

Shared Voting Power

 

85,836

9.

Sole Dispositive Power

 

400,756

10.

Shared Dispositive Power

 

85,836

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

486,592

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

0.47%

  
14.

Type of Reporting Person (See Instructions)

 

IN, OO (See Item 2)

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 3 of 22 pages

 

1.

Names of Reporting Persons

 

Shareholders affiliated with James R. Scott

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

 7.

Sole Voting Power

 

3,972,381

8.

Shared Voting Power

 

428,287

9.

Sole Dispositive Power

 

3,972,381

10.

Shared Dispositive Power

 

428,287

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,400,668

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

4.21%

  
14.

Type of Reporting Person (See Instructions)

 

IN, OO (See Item 2)

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 4 of 22 pages

 

1.

Names of Reporting Persons

 

Shareholders affiliated with John M. Heyneman, Jr.

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 7.

Sole Voting Power

 

1,246,843

8.

Shared Voting Power

 

176,719

9.

Sole Dispositive Power

 

1,246,843

10.

Shared Dispositive Power

 

176,719

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,423,562

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

1.36%

  
14.

Type of Reporting Person (See Instructions)

 

IN, OO (See Item 2)

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 5 of 22 pages

 

1.

Names of Reporting Persons

 

Shareholders affiliated with Julie Scott Rose

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 7.

Sole Voting Power

 

776,022

8.

Shared Voting Power

 

1,048,438

9.

Sole Dispositive Power

 

776,022

10.

Shared Dispositive Power

 

1,048,438

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,824,460

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

1.74%

  
14.

Type of Reporting Person (See Instructions)

 

IN, OO (See Item 2)

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 6 of 22 pages

 

1.

Names of Reporting Persons

 

Homer Scott Jr Trust, First Interstate Wealth Management Trustee

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

 7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

0

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

950,753

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

950,753

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

0.91%

  
14.

Type of Reporting Person (See Instructions)

 

OO

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 7 of 22 pages

 

1.

Names of Reporting Persons

 

Shareholders affiliated with Susan S. Heyneman

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 7.

Sole Voting Power

 

639,256

8.

Shared Voting Power

 

0

9.

Sole Dispositive Power

 

639,256

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

639,256

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

0.61%

  
14.

Type of Reporting Person (See Instructions)

 

IN, OO (See Item 2)

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 8 of 22 pages

 

1.

Names of Reporting Persons

 

Shareholders affiliated with James R. Scott, Jr.

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF, OO

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 7.

Sole Voting Power

 

132,738

8.

Shared Voting Power

 

0

9.

Sole Dispositive Power

 

132,738

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

132,738

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

0.13%

  
14.

Type of Reporting Person (See Instructions)

 

IN, OO (See Item 2)

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 9 of 22 pages

 

1.

Names of Reporting Persons

 

Shareholders affiliated with Jonathan R. Scott

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF, OO

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 7.

Sole Voting Power

 

621,873

8.

Shared Voting Power

 

50,000

9.

Sole Dispositive Power

 

621,873

10.

Shared Dispositive Power

 

50,000

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

671,873

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

0.64%

  
14.

Type of Reporting Person (See Instructions)

 

IN, OO (See Item 2)

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 10 of 22 pages

 

1.

Names of Reporting Persons

 

Shareholders affiliated with Jeremy Scott

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF, OO

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 7.

Sole Voting Power

 

3,486,000

8.

Shared Voting Power

 

0

9.

Sole Dispositive Power

 

3,486,000

10.

Shared Dispositive Power

 

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,486,000

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

3.33%

  
14.

Type of Reporting Person (See Instructions)

 

IN, OO (See Item 2)

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 11 of 22 pages

 

1.

Names of Reporting Persons

 

Geoffrey D. Scott

  
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

  
3.

SEC Use Only

 

  
4.

Source of Funds (See Instructions)

 

PF, OO

  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.

Citizenship or Place of Organization

 

(See Item 2)

  

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

 7.

Sole Voting Power

 

89,756

8.

Shared Voting Power

 

1,650

9.

Sole Dispositive Power

 

89,756

10.

Shared Dispositive Power

 

1,650

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

91,406

  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.

Percent of Class Represented by Amount in Row (11)

 

0.09%

  
14.

Type of Reporting Person (See Instructions)

 

IN

  

 

 

 

 

CUSIP No. 32055Y 201 13D Page 12 of 22 pages

 

Explanatory Note

 

This Amendment No. 22 (“Amendment No. 22”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 2, 2011 (as amended to date, the “Schedule 13D”), with respect to the common stock, $0.00001 par value per share (“Common Stock”) of First Interstate BancSystem, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment No. 22 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

 

Except as set forth herein, all items remain as previously reported in the Schedule 13D.

 

ITEM 2.

IDENTITY AND BACKGROUND

 

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

 

Geoffrey D. Scott is a shareholder of J&G Brothers Inc. Mr. Scott’s address is P.O. Box 7113, Billings, Montana 59103. Mr. Scott is a citizen of the United States of America.

 

During the last five years, Mr. Scott has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

Mr. Scott acquired the securities reported in this Schedule 13D through estate planning transactions, gifts from family, and in open market purchases using personal funds.

 

ITEM 4. PURPOSE OF TRANSACTION

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

Stockholders’ Agreement

 

On May 23, 2024, Mr. Scott became an observer to the Board of Directors of the Issuer and entered into the Stockholders’ Agreement, which was originally executed on September 15, 2021, and described in Amendment No. 18.

 

 

 

 

CUSIP No. 32055Y 201 13D Page 13 of 22 pages

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

 

(a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 14,107,308 shares of Common Stock, representing approximately 13.49% of the outstanding shares of Common Stock, and an equal percentage of its voting power, based on 104,568,019 shares of Common Stock outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 3, 2024. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below.

 

●Risa K. Scott may be deemed to beneficially own 486,592 shares of Common Stock, representing 0.47% of the outstanding Common Stock, which includes:

 

■400,756 shares of Common Stock held by Risa K Scott TTEE Risa K Scott Trust Dtd 12/4/15, over which Risa K. Scott has sole voting and dispositive power;
   
■85,836 shares of Common Stock held by Risa K. Scott & John Heyneman Jr., TTEEs FBO Risa K Scott Exemption Trust Under the Scott Family 1996 Trust, over which Ms. Scott has shared voting and dispositive power with John M. Heyneman, Jr.

 

●James R. Scott may be deemed to beneficially own 4,400,668 shares of Common Stock, representing 4.21% of the outstanding Common Stock, which includes:

 

■12,651 shares of Common Stock held directly by James R. Scott.
   
■15,661 shares of Common Stock held indirectly by James R. Scott through a 401(k) account.
   
■1,970,031 shares of Common Stock held by James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs, over which Mr. Scott has sole voting and dispositive power.
   
■35,240 shares of Common Stock held by James R and Christine M Scott Foundation, over which Mr. Scott has shared voting and dispositive power with the board of the same.
   
■1,901,036 shares of Common Stock held by JS Investments Limited Partnership, over which Mr. Scott has sole voting and dispositive power.
   
■343,599 shares of Common Stock held by Foundation for Community Vitality, over which Mr. Scott has shared voting and dispositive power with the board of the same.
   
■73,002 shares of Common Stock held by James F Heyneman Conservatorship, James Scott, Conservator, over which Mr. Scott has sole voting and dispositive power.
   
■7,096 shares of Common Stock held by James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees, over which Mr. Scott has shared voting and dispositive power.
   
■42,352 shares of Common Stock held by James R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

 

●John M. Heyneman, Jr. may be deemed to beneficially own 1,423,562 shares of Common Stock, representing 1.36% of the outstanding Common Stock, which includes:

 

■5,558 shares of Common Stock held directly by John M. Heyneman, Jr.
   
■155,493 shares of Common Stock held by John M Heyneman Jr. Trust, over which Mr. Heyneman has sole voting and dispositive power.
   
■85,836 shares of Common Stock held by Riki Rae Scott Davidson & John Heyneman Jr., Trustees FBO Riki Scott Davidson Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Riki Davidson.
   
■85,836 shares of Common Stock held by Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Rae Ann Morss.
   
■1,085,792 shares of Common Stock held by Towanda Investments Limited Partnership, over which Mr. Heyneman has sole voting and dispositive power.
   
■3,977 shares of Common Stock held by John M. Heyneman, Jr.’s spouse, over which Mr. Heyneman has shared voting and dispositive power.
   
■1,070 shares of Common Stock held by John M. Heyneman, Jr.’s daughter, over which Mr. Heyneman has shared voting and dispositive power.

 

 

 

 

CUSIP No. 32055Y 201 13D Page 14 of 22 pages

 

●Julie Scott Rose may be deemed to beneficially own 1,824,460 shares of Common Stock, representing 1.74% of the outstanding Common Stock, which includes:

 

■410,281 shares of Common Stock held by Julie A Scott Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-2002.
   
■95,065 shares of Common Stock held by Juliana Sarah Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.
   
■95,064 shares of Common Stock held by Elizabeth Lauren Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.
   
■58,537 shares of Common Stock held by Holland Elizabeth Scott Trust, over which Ms. Rose has sole voting and dispositive power.
   
■58,537 shares of Common Stock held by Harper Grace Scott Trust, over which Ms. Rose has sole voting and dispositive power.
   
■58,538 shares of Common Stock held by Harrison William Scott Trust, over which Ms. Rose has sole voting and dispositive power.
   
■209,678 shares of Class A Stock held by IXL Limited Liability Company, over which Ms. Rose has shared voting and dispositive power with Jonathan Scott.
   
■838,760 shares of Common Stock held by The Thomas & Joan Scott Foundation, over which Ms. Rose has shared voting power.

 

●Homer Scott Jr Trust, First Interstate Wealth Management Trustee may be deemed to beneficially own 950,753 shares of Common Stock, representing 0.91% of the outstanding Common Stock.
  
●Susan S. Heyneman may be deemed to beneficially own 639,256 shares of Common Stock, representing 0.61% of the outstanding Common Stock, which includes:

 

■639,256 shares of Common Stock held by Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees, over which Ms. Heyneman has sole voting and dispositive power.

 

●James R. Scott Jr. may be deemed to beneficially own 132,738 shares of Common Stock, representing 0.13% of the outstanding Common Stock, which includes:

 

■81,454 shares of Common Stock held directly by James R. Scott Jr.
   
■25,642 shares of Common Stock held by First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.
   
■25,642 shares of Common Stock held by First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.

 

●Jonathan R. Scott may be deemed to beneficially own 671,873 shares of Common Stock, representing 0.64% of the outstanding Common Stock, which includes:

 

■5,736 shares of Common Stock held directly by Jonathan R. Scott.
   
■616,137 shares of Common Stock held by Jonathan Scott as Trustee of the Jonathan R Scott Trust Dated as of 4/21/04, over which Jonathan R. Scott has sole voting and dispositive power.
   
■50,000 shares of Common Stock held by Jonathan R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

 

 

 

 

CUSIP No. 32055Y 201 13D Page 15 of 22 pages

 

●Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.33% of the outstanding Common Stock, which includes:

 

■69,892 shares of Common Stock held by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15, over which Jeremy Scott has sole voting and dispositive power.
   
■3,416,108 shares of Common Stock held by NBAR5 Limited Partnership, over which Jeremy Scott has sole voting and dispositive power.

 

●Geoffrey D. Scott may be deemed to beneficially own 91,406 shares of Common Stock, representing 0.09% of the outstanding Common Stock, which includes:

 

■89,756 shares of Common Stock held directly by Geoffrey D. Scott.
   
■1,650 shares of Common Stock held by Geoffrey D. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

 

(c) Other than as described in Item 4, the Reporting Persons have effected the following transactions in the Common Stock during the past 60 days:

 

●On May 14, 2024, Julie A. Scott Rose Trustee of the Julie A. Scott Rose Trust Dated 5-14-2002, sold 110,000 shares of Common Stock, the Juliana Sarah Scott Rose Trust sold 27,000 shares of Common Stock, and the Elizabeth Lauren Scott Rose Trust sold 27,000 shares of Common Stock, in a series of open market transactions at a weighted average price of $27.55 with a price range of $27.44 to $27.71. The Reporting Person undertakes to provide to the Issuer or the staff of the SEC, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.
   
●On May 15, 2024, the Thomas & Joan Scott Foundation sold 36,300 shares of Common Stock in a series of open market transactions at a weighted average price of $27.81 with a price range of $27.66 to $28.02.

 

(d)        None.

 

(e)        Not applicable.

 

 

 

 

CUSIP No. 32055Y 201 13D Page 16 of 22 pages

 

ITEM 7. Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit Number

  

Title

99.1   Amended and Restated Joint Filing Agreement
99.2   Power of Attorney for each of the Reporting Persons
99.3*   Stockholders’ Agreement
99.4*   Form of Voting Agreement
99.5*   SFFSG Committee Charter dated February 21, 2024
99.6*   Repurchase Agreement dated December 14, 2023 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2023)*
99.7*   Director Nomination Agreement dated April 2, 2024

 

* Previously filed.

 

 

 

 

CUSIP No. 32055Y 201 13D Page 17 of 22 pages

 

SIGNATURES

 

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.

 

  May 28, 2024
  Date
   
  *
  Risa K. Scott
   
  Risa K. Scott & John Heyneman Jr., TTEES FBO Risa K. Scott exemption trust under the Scott family 1996 trust
     
  By: *
  Name: Risa K Scott
  Title: Trustee
     
  Risa K Scott TTEE Risa K Scott Trust DTD 12/4/15
     
  By: *
  Name: Risa K Scott
  Title: Trustee
     
  *
  James R. Scott
   
  Foundation for Community Vitality
     
  By: *
  Name: James R. Scott
  Title: Director
     
  James F Heyneman Conservatorship, James Scott, Conservator
     
  By: *
  Name: James R. Scott
  Title: Conservator

 

 

 

 

CUSIP No. 32055Y 201 13D Page 18 of 22 pages

 

  James R Scott Trust
     
  By: *
  Name: James R. Scott
  Title: Trustee
     
  James R And Christine M Scott Foundation
     
  By: *
  Name: James R. Scott
  Title: President
     
  JS Investments Limited Partnership
     
  By: *
  Name: James R. Scott
  Title: Managing Partner
     
  James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs
     
  By: *
  Name: James R. Scott
  Title: Trustee
     
  James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees
     
  By: *
  Name: James R. Scott
  Title: Trustee
     
  *
  John M. Heyneman, Jr.
     
  Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust under the Scott family 1996 Trust
     
  By: *
  Name: John M. Heyneman Jr
  Title: Co-Trustee

 

 

 

 

CUSIP No. 32055Y 201 13D Page 19 of 22 pages

 

  Riki Rae Scott Davidson & John Heyneman Jr., trustees FBO Riki Scott Davidson Exemption Trust under the Scott family 1996 Trust
     
  By: *
  Name: John M. Heyneman Jr
  Title: Co-Trustee
     
  John M. Heyneman Jr. Trust
     
  By: *
  Name: John M. Heyneman Jr
  Title: Trustee
     
  Towanda Investments Limited Partnership
     
  By: *
  Name: John M. Heyneman Jr
  Title: Managing Partner
     
  *
  Julie Scott Rose
     
  Elizabeth Lauren Scott Rose Trust
     
  By: *
  Name: Julie Scott Rose
  Title: Trust Advisor
     
  Harper Grace Scott Trust
     
  By: *
  Name: Julie Scott Rose
  Title: Trustee

 

 

 

 

CUSIP No. 32055Y 201 13D Page 20 of 22 pages

 

  Harrison William Scott Trust
     
  By: *
  Name: Julie Scott Rose
  Title: Trustee
     
  Holland Elizabeth Scott Trust
     
  By: *
  Name: Julie Scott Rose
  Title: Trustee
     
  IXL Limited Liability Company
     
  By: *
  Name: Julie Scott Rose
  Title: Designated member
     
  Juliana Sarah Scott Rose Trust
     
  By: *
  Name: Julie Scott Rose
  Title: Trust Advisor
     
  Julie A Scott Rose Trustee of the Julie A Scott Rose Trust dated 5-14-2002
     
  By: *
  Name: Julie Scott Rose
  Title: Trustee

 

 

 

 

CUSIP No. 32055Y 201 13D Page 21 of 22 pages

 

  Homer Scott Jr Trust, First Interstate Wealth Management Trustee
     
  By: *
  Name: First Interstate Bank Wealth Management
  Title: Trustee
     
  *
  Susan S. Heyneman
     
  Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees
     
  By: *
  Name: Susan Heyneman
  Title: Trustee
     
  *
  James R Scott, Jr.
     
  First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 DTD 12/11/2020
     
  By: *
  Name: James R. Scott Jr.
  Title: Authorized Signatory
     
  By: *
  Name: Hannah Wagner
  Title: Trustee
     
  By: *
  Name: Clarene Westburg
  Title: Trustee
     
  First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 DTD 12/11/2020
     
  By: *
  Name: James R. Scott Jr.
  Title: Authorized Signatory

 

 

 

 

CUSIP No. 32055Y 201 13D Page 22 of 22 pages

 

  By: *
  Name: Hannah Wagner
  Title: Trustee
     
  By: *
  Name: Clarene Westburg
  Title: Trustee
     
  *
  Jonathan R. Scott
   
  Jonathan Scott as Trustee of the Jonathan R Scott Trust dated as of 4/21/04
     
  By: *
  Name: Jonathan Scott
  Title: Trustee
     
  *
  Jeremy Scott
     
  Jeremy Scott TTEE, Jeremy Scott Revocable Trust DTD 6/25/15
     
  By: *
  Name: Jeremy Paul Scott
  Title: Trustee
     
  NBar5 Limited Partnership
     
  By: *
  Name: Jeremy Scott
  Title: Managing Member
     
  *
  Geoffrey D. Scott

 

*By:  /s/ TIMOTHY LEUTHOLD  
Timothy Leuthold, as attorney-in-fact  

 

 

 

Exhibit 99.1

 

AMENDED AND RESTATED JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

 

This Amended and Restated Joint Filing Agreement (this “Agreement”) is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” Each Joint Filer agrees that a statement of beneficial ownership as required by Section 13(d) of the Exchange Act and the rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to his, her or its ownership of the Class A Common Stock and Class B Common Stock of First Interstate BancSystem, Inc., and that said joint filing may thereafter be amended by further joint filings. Each Joint Filer states that he, she or it satisfied the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each of the undersigned hereby execute and deliver this Agreement as of this 1st day of July, 2020.

 

        JOINT FILERS
         
        *
        James R. Scott, Jr.
         
        *
        Jeremy Scott
         
        *
        Jonathan R. Scott
         
        *
        Risa K. Scott
         
        N Bar 5, Limited Partnership
         
      By: *
      Name:  Risa K. Scott
      Title: Managing General Partner
         
        *
        James R. Scott
         
        *
        John M. Heyneman, Jr.
         
        *
        Julie Scott Rose
         
        *
        Susan S. Heyneman
         
        *
        Geoffrey D. Scott
         
*By: /s/ TIMOTHY LEUTHOLD      
  Timothy Leuthold, as attorney-in-fact      

 

 

 

Exhibit 99.2

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by First Interstate BancSystem, a Montana corporation (the “Company”), each of the undersigned hereby constitutes and appoints Timothy Leuthold with full power of substitution and resubstitution, to act as each the undersigned’s true and lawful attorney-in-fact to:

 

1. execute for and on behalf of each of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder;

 

2. do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the SEC and any stock exchange or similar authority; and

 

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, each of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of each of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as each of the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of each of the undersigned, is not assuming, nor is the Company assuming, any of each of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to each of the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by each of the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

[Remainder of page intentionally blank]

 

 
 

 

  RISA KAE SCOTT
     
  By: /s/ Risa K Scott
  Name:   Risa K Scott, as an individual
     
  RISA K. SCOTT & JOHN HEYNEMAN JR., TTEES FBO RISA K. SCOTT EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST
     
  By: /s/ Risa K Scott
  Name: Risa K Scott
  Title: Trustee
     
  RISA K SCOTT TTEE RISA K SCOTT TRUST DTD 12/4/15
     
  By: /s/ Risa K Scott
  Name: Risa K Scott
  Title: Trustee

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  JAMES R. SCOTT
     
  By: /s/ James R. Scott
  Name: James R. Scott, as an individual
     
  FOUNDATION FOR COMMUNITY VITALITY
     
  By: /s/ James R. Scott
  Name: James R. Scott
  Title: Director
     
  JAMES F HEYNEMAN CONSERVATORSHIP, JAMES SCOTT, CONSERVATOR
     
  By: /s/ James R. Scott
  Name: James R. Scott
  Title: Conservator
     
  JAMES R SCOTT TRUST
     
  By: /s/James R. Scott
  Name: James R. Scott
  Title: Trustee
     
  JAMES R AND CHRISTINE M SCOTT FOUNDATION
     
  By: /s/ James R. Scott
  Name: James R. Scott
  Title: President
     
  JS INVESTMENTS LIMITED PARTNERSHIP
     
  By: /s/ James R. Scott
  Name: James R. Scott
  Title: Managing Partner

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  JOHN HEYNEMAN JR.
     
  By: /s/ John M. Heyneman Jr.
  Name: John M. Heyneman Jr., as an individual
     
  RAE ANN MORSS & JOHN HEYNEMAN JR., TRUSTEES FBO RAE ANN MORSS EXEMPTION
  TRUST UNDER THE SCOTT FAMILY 1996 TRUST
     
  By: /s/ John M. Heyneman Jr.
  Name:  John M. Heyneman Jr.
  Title: Co-Trustee

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  RIKI RAE SCOTT DAVIDSON & JOHN HEYNEMAN JR., TRUSTEES FBO RIKI SCOTT DAVIDSON EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST
     
  By: /s/ John M. Heyneman Jr.
  Name:  John M. Heyneman Jr.
  Title: Co-Trustee
     
  TOWANDA INVESTMENTS LIMITED PARTNERSHIP
     
  By: /s/ John M. Heyneman Jr.
  Name: John M. Heyneman Jr.
  Title: Managing Partner
     
  JULIE SCOTT ROSE
     
  By: /s/ Julie Scott Rose
  Name: Julie Scott Rose, as an individual
     
  ELIZABETH LAUREN SCOTT ROSE TRUST
     
  By: /s/ Julie Scott Rose
  Name: Julie Scott Rose
  Title: Trust Advisor

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  HARPER GRACE SCOTT TRUST
     
  By: /s/ Julie Scott Rose
  Name: Julie Scott Rose
  Title: Trustee
     
  HARRISON WILLIAM SCOTT TRUST
     
  By: /s/ Julie Scott Rose
  Name: Julie Scott Rose
  Title: Trustee
     
  HOLLAND ELIZABETH SCOTT TRUST
     
  By: /s/ Julie Scott Rose
  Name: Julie Scott Rose
  Title: Trustee
     
  IXL LIMITED LIABILITY COMPANY
     
  By: /s/ Julie Scott Rose
  Name: Julie Scott Rose
  Title: Designated member
     
  JULIANA SARAH SCOTT ROSE TRUST
     
  By: /s/ Julie Scott Rose
  Name: Julie Scott Rose
  Title: Trust Advisor

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  JULIE A SCOTT ROSE TRUSTEE OF THE JULIE A SCOTT ROSE TRUST DATED 5- 14-2002
     
  By: /s/ Julie Scott Rose
  Name: Julie Scott Rose
  Title: Trustee
     
  HOMER SCOTT JR.
     
  By: /s/ Homer Scott Jr.
  Name: Homer Scott Jr., as an individual
     
  HOMER SCOTT JR. TRUST DTD 12/4/78
     
  By: /s/ Homer Scott Jr.
  Name: Homer Scott Jr.
  Title: Trustee

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  JAMES R SCOTT JR.
     
  By: /s/ James R. Scott Jr.
  Name: James R. Scott Jr., as an individual
     
  FIRST INTERSTATE BANK TTEE FOR DANA S ANDERSSON GST EXEMPT TRUST NO 1 DTD 12/11/2020
     
  By: /s/ James R. Scott Jr.
  Name:   James R. Scott Jr.
  Title: Authorized Signatory
     
  By: /s/ Hanna Wagner
  Name: Hanna Wagner
  Title: Trustee
     
  By: /s/ Clarene Westburg
  Name: Clarene Westburg
  Title: Trustee

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  FIRST INTERSTATE BANK TTEE FOR JAMES R. SCOTT JR. GST EXEMPT TRUST NO 1 DTD 12/11/2020
     
  By: /s/ James R. Scott Jr.
  Name:   James R. Scott Jr.
  Title: Authorized Signatory
     
  By: /s/ Hanna Wagner
  Name: Hanna Wagner
  Title: Trustee
     
  By: /s/ Clarene Westburg
  Name: Clarene Westburg
  Title: Trustee

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  JONATHAN SCOTT
     
  By: /s/ Jonathan Scott
  Name: Jonathan Scott, as an individual
     
  JONATHAN SCOTT AS TRUSTEE OF THE JONATHAN R SCOTT TRUST DATED AS OF 4/21/04
     
  By: /s/ Jonathan Scott
  Name: Jonathan Scott
  Title: Trustee
     
  JEREMY PAUL SCOTT
     
  By: /s/ Jeremy Paul Scott
  Name: Jeremy Paul Scott, as an individual
     
  JEREMY SCOTT TTEE, JEREMY SCOTT REVOCABLE TRUST DTD 6/25/15
     
  By: /s/ Jeremy Paul Scott
  Name: Jeremy Paul Scott
  Title: Trustee
     
  NBAR5 Limited Partnership
     
  By: /s/ Jeremy Paul Scott
  Name:   Jeremy Paul Scott
  Title: Managing Member
     
  SUSAN S. HEYNEMAN Trust
   
    /s/ Susan Heyneman
  Name: Susan Heyneman
  Title: Trustee

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  JAMES R SCOTT TRUST, JAMES R SCOTT & FIRST INTERSTATE WEALTH MANAGEMENT COTTEES
     
    /s/ James R Scott
  Name:  James R Scott
  Title: Trustee
     
  JAMES F HEYNEMAN TRUST, JAMES SCOTT & FIRST INTERSTATE WEALTH MANAGEMENT CO-TRUSTEES
   
    /s/ James R Scott
  Name: James R Scott
  Title: Trustee
     
  SUSAN SCOTT HEYNEMAN TRUST, SUSAN HEYNEMAN & FIRST INTERSTATE WEALTH
  MANAGEMENT CO-TRUSTEES
     
    /s/ Susan Heyneman
  Name: Susan Heyneman
  Title: Trustee
     
  HOMER SCOTT JR TRUST, HOMER SCOTT JR. & FIRST INTERSTATE WEALTH MANAGEMENT CO TRUSTEES
     
    /s/ Homer Scott Jr.
  Name: Homer Scott Jr.
  Title: Trustee
     
  JOHN M HEYNEMAN JR. TRUST
     
    /s/ John M Heyneman Jr.
  Name: John M Heyneman Jr.
  Title: Trustee

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 
 

 

  Geoffrey D. Scott
     
    /s/ Geoffrey D Scott
  Name: Geoffrey D Scott, as an individual

 

[Signature page to Scott Family FIBK Shareholder Group POA]

 

 

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