SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TRAGER STEVE

(Last) (First) (Middle)
601 WEST MARKET STREET

(Street)
LOUISVILLE KY 40202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REPUBLIC BANCORP INC /KY/ [ RBCAA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/17/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/15/2020 S 74,916.693(6) D $32.31 437,803.983(5)(6) I By Jaytee Properties Limited Partnership(1)(3)
Class A Common Stock 08/15/2020 S 2,636,684.006(6) D $32.31 4,023,137.6(4)(5)(6) I By Teebank Family Limited Partnership(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (7) 08/15/2020 S 16,786.432(6) (8) (9) Class A Common Stock 16,786.432(6) $32.31 98,097.857(5)(6) I By Jaytee Properties Limited Partnership(1)(3)
Class B Common Stock (7) 08/15/2020 S 645,363.258(6) (8) (9) Class A Common Stock 645,363.258(6) $32.31 984,716.1(4)(5)(6) I By Teebank Family Limited Partnership(2)(3)
Explanation of Responses:
1. Jaytee Properties Limited Partnership ("Jaytee") is a family limited partnership. A trust ("GP Trust 1") in which the Reporting Person is a trustee is a co-General Partner of Jaytee. A trust ("GP Trust 2")in which the Reporting Person and his mother are co-trustees is the other co-General Partner of Jaytee. The Reporting Person is also the trustee of multiple trusts (the "LP Trusts") for the benefit of the Reporting Person and certain of the Reporting Person's immediate family members. The LP Trusts are limited partners of Jaytee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
2. Teebank Family Limited Partnership ("Teebank") is a family limited partnership. GP Trust 1 and GP Trust 2 are co-General Partners of Teebank. The LP Trusts are limited partners of Teebank. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. The Reporting Person is the sole trustee of two LP Trusts ("LP Trust 1" and "LP Trust 2", respectively) the beneficiary of which is the Reporting Person's mother. The Reporting Person is also the sole trustee of two additional LP Trusts, the sole beneficiaries of which are the Reporting Person's two children ("LP Trust 3" and "LP Trust 4", respectively). On 08/13/2020, LP Trust 1 dissolved and all of its assets were transferred to LP Trust 2 for no consideration. The transferred assets include: 225 shares of Issuer Class A Common Stock, 671,583 shares of Issuer Class B Common Stock, 76,031 Jaytee LP Units and 293,541 Teebank LP Units. The Reporting Person previously reported the shares of Issuer stock held by LP Trust 1 as indirectly owned "By Trager Marital Trust". The Reporting Person continues to report indirectly beneficial ownership of the shares of Issuer stock underlying LP Units through Teebank and Jaytee.
4. On 08/14/2020, LP Trust 2 transferred 225 shares of Issuer Class A Common Stock and 814,347 shares of Issuer Class B Common Stock to Teebank in consideration for one (1) Teebank GP Unit and a number of Teebank LP Units equal in value to the aggregate value of the shares of Issuer Class A Common Stock and Class B Common Stock that Teebank received.
5. On 08/15/2020, in exchange for promissory notes from each transferee trust, LP Trust 2 sold all of its Teebank LP Units and a number of its Jaytee LP Units in five equal portions to each of LP Trust 3, LP Trust 4 and three other LP Trusts in which the Reporting Person does not have a pecuniary interest. The number and value of Teebank LP Units and Jaytee LP Units (and the face value of the promissory notes) were determined following an appraisal of the value of Teebank and Jaytee.
6. As of the original reporting date, Teebank and Jaytee engaged a valuation firm to conduct appraisals of their LP Units. This amendment is being filed to reflect the number of Issuer securities that were the subject of this transaction based on such appraisal. Share numbers shown at Table I, Column 4, and Table II, Column 5, represent the total number of Issuer shares represented by the Teebank LP Units and Jaytee LP Units sold by LP Trust 2 to the five LP trusts described at footnote 5, including the shares represented by the Teebank and Jaytee Units sold to LP Trust 3 and LP Trust 4, which shares are included in the share totals shown at Table I, Column 5, and Table II, Column 9.
7. Class B Common Stock is immediately convertible into Class A Common Stock on a one share for one share basis.
8. Immediate.
9. None.
/s/ Steven E. Trager 03/12/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.