UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ALTABANCORP

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

712706209

(CUSIP Number)

The address for all other Reporting Persons is:

Marcus J. Williams

Buchalter APC

1000 Wilshire Blvd., Suite 1500

Los Angeles, CA 90017

(213) 891-5088

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

February 1, 2021

(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-l(f) or 240.13d-l(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 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).  

SCHEDULE 13D

Explanatory Note: This Amendment No. 5 (“Amendment”) to the beneficial ownership report on Schedule 13D filed on June 10, 2020 (“Schedule 13D”) amends and supplements certain information set forth in the Schedule 13D. The Schedule 13D has previously been amended by Amendment No. 1 (July 22, 2020), Amendment No. 2 (January 14, 2021), Amendment No. 3 (January 15, 2021) and Amendment No. 4 (January 27, 2021). References herein to the Schedule 13D describe the initial filing as so amended. The Schedule 13D relates to shares of common stock of Altabancorp, a Utah corporation and a registered bank holding company, beneficially owned by the reporting persons identified in the Schedule 13D, as amended hereby. Except as set forth herein, this Amendment does not modify any information previously set forth in the Schedule 13D. Capitalized terms used herein and not defined have the meanings assigned thereto in the Schedule 13D. The purpose of this Amendment is to disclose certain recent developments identified in Item 4 and to update certain facts disclosed in Item 6.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended to add the following paragraph immediately preceding the first paragraph of this Item as set forth in Amendment No. 4.

On February 1, 2021, Reporting Person Jonathan B. Gunther tendered his resignation from the boards of directors of the registrant and the registrant’s wholly owned subsidiary, Altabank. A copy of Mr. Jonathan Gunther’s resignation letter is filed herewith as Exhibit 99.9 and its contents are incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended by replacing the last paragraph of such Item with the following text.

Paul R. Gunther and Jonathan B. Gunther, each a Reporting Person former director of the registrant and the registrant’s wholly owned subsidiary, Altabank, are parties to indemnification agreements with the Issuer. The form of such indemnification agreement is filed as Exhibit 10.7 to the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“Form 10-K”). A summary of the Issuer’s obligations and the rights of such Reporting Persons is set forth in the Issuer’s definitive proxy statement on Schedule 14A dated April 17, 2020, and incorporated by reference into Part III, Item 13, of the Form 10-K. Such description is incorporated by reference herein. During the fiscal year ended December 31, 2020, the Issuer made indemnification payments totaling $13,031 to or for the benefit of Reporting Person Paul R. Gunther.  

Item 7. Material to be Filed as Exhibits

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.

Dated: February 2, 2021

11