Initial Statement of Beneficial Ownership (3)
October 07 2019 - 5:31PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Cronin Gregory E. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2019
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3. Issuer Name and Ticker or Trading Symbol
CITIZENS HOLDING CO /MS/ [CIZN]
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(Last)
(First)
(Middle)
521 MAIN STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Gulf Cost President / |
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(Street)
PHILADELPHIA, MS 39350
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 6897 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Prior to the effective time of the Merger (defined below), the Reporting Person was the beneficial owner of 17,500 shares (the "Charter Shares") of common stock of Charter Bank, a Mississippi banking corporation ("Charter"). At the effective time of the merger ("Merger") contemplated by that certain Agreement and Plan of Merger, dated as of May 21, 2019 (the "Merger Agreement"), by and between Citizens Holding Company ("Citizens"), The Citizens Bank of Philadelphia and Charter, and pursuant to the Merger Agreement, each share of Charter common stock owned by the Reporting Person was converted into the right to receive $3.615 in cash and 0.39417 shares of Citizens' common stock (collectively, the "Merger Consideration"). Accordingly, following the exchange of the Charter Shares for the Merger Consideration, the Reporting Person will be the beneficial owner of 6,897 shares of Citizens common stock. |
Remarks:
Power of Attorney is attached to this Form 3 as Exhibit 24. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Cronin Gregory E.
521 MAIN STREET
PHILADELPHIA, MS 39350 | X |
| Gulf Cost President |
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Signatures
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| /s/ Gregory E. Cronin | | 10/7/2019 |
| **Signature of Reporting Person | Date |
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