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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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SOUTH PLAINS FINANCIAL, INC. (Name of Issuer) |
Common Stock, par value $1.00 per share (Title of Class of Securities) |
83946P107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 83946P107 |
| 1 | Names of Reporting Persons
Campbell Richard D | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,638,450.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Relating to item 5, includes (i) 9,064 shares held individually by Mr. Campbell, (ii) 40,000 shares held by Racham Investment Group LLC over which Mr. Campbell exercises the authority to vote and dispose, and (iii) 1,589,386 shares held by Henry TAW LP over which Mr. Campbell exercises the authority to vote and dispose.
Relating to item 11, the percentage is based on 16,455,826 shares of common stock outstanding as of December 31, 2024.
SCHEDULE 13G
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| CUSIP No. | 83946P107 |
| 1 | Names of Reporting Persons
Henry TAW LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,589,386.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Relating to items 8 and 9, pursuant to a voting agreement and irrevocable proxy, Mr. Campbell exercises sole voting authority with respect to the shares of Company common stock held by Henry TAW LP and also has authority to dispose of any such shares.
Relating to item 11, the percentage is based on 16,455,826 shares of common stock outstanding as of December 31, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SOUTH PLAINS FINANCIAL, INC. | |
| (b) | Address of issuer's principal executive offices:
5219 City Bank Parkway, Lubbock, Texas, 79407 | |
| Item 2. | ||
| (a) | Name of person filing:
Richard D. Campbell ("Mr. Campbell")
Henry TAW LP ("Henry TAW") | |
| (b) | Address or principal business office or, if none, residence:
Mr. Campbell: 3525 Andrews Highway, Midland, Texas 79703
Henry TAW: 3525 Andrews Highway, Midland, Texas 79703 | |
| (c) | Citizenship:
Mr. Campbell is a citizen of the United States of America.
Henry TAW is a Texas limited partnership. | |
| (d) | Title of class of securities:
Common Stock, par value $1.00 per share | |
| (e) | CUSIP No.:
83946P107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class:
Campbell Richard D
9.96 %
Henry TAW LP
9.66 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Campbell Richard D
1,638,450
Henry TAW LP
0 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Campbell Richard D
49,064
Henry TAW LP
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,589,386 | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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EXHIBIT 99.1
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." The Joint Filers agree 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 their ownership of common stock of South Plains Financial, Inc., and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy 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, the undersigned hereby execute this Joint Filing Agreement as of this 14th day of February, 2025.
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/s/ Richard D. Campbell
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Richard D. Campbell
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Henry Taw LP
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/s/ Richard D. Campbell
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Richard D. Campbell
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President and Chief Executive Officer
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