Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 32)*
|
UTG, INC (Name of Issuer) |
common stock, no par value (Title of Class of Securities) |
90342M109 (CUSIP Number) |
Jill Martin P.O. Box 328, Stanford, KY, 40484 606-365-3555 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/06/2025 (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.
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
|
| CUSIP No. | 90342M109 |
| 1 |
Name of reporting person
FIRST SOUTHERN HOLDINGS LLC | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KENTUCKY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,201,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F.
SCHEDULE 13D
|
| CUSIP No. | 90342M109 |
| 1 |
Name of reporting person
FIRST SOUTHERN FUNDING LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instru
ctions)
BK, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KENTUCKY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
486,957.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F.
SCHEDULE 13D
|
| CUSIP No. | 90342M109 |
| 1 |
Name of reporting person
FIRST SOUTHERN BANCORP INC | ||||||||
| 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)
BK, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KENTUCKY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,406,785.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F.
SCHEDULE 13D
|
| CUSIP No. | 90342M109 |
| 1 |
Name of reporting person
CORRELL JESSE T | ||||||||
| 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)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KENTUCKY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
154,312.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F.
SCHEDULE 13D
|
| CUSIP No. | 90342M109 |
| 1 |
Name of reporting person
WCorrell, Limited Partnership | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GEORGIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,750.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F.
SCHEDULE 13D
|
| CUSIP No. | 90342M109 |
| 1 |
Name of reporting person
CUMBERLAND LAKE SHELL INC | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KENTUCKY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
128,750.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
common stock, no par value |
| (b) | Name of Issuer:
UTG, INC |
| (c) | Address of Issuer's Principal Executive Offices:
205 NORTH DEPOT STREET, STANFORD,
KENTUCKY
, 40484. |
| Item 2. | Identity and Background |
| (a) | 1. Jesse T. Correll ("Mr. Correll") 2. First Southern Bancorp, Inc. ("FSBI") [Information about FSBI's directors, executive officers and controlling shareholders in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 3. First Southern Funding, LLC ("FSF") [Information about FSF's executive officers, managers and controlling persons in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 4. First Southern Holdings, LLC ("FSH") [Information about FSH's executive officers, members and controlling persons in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 5. WCorrell, Limited Partnership [Information about the general partners of WCorrell Limited Partnership in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 6. Cumberland Lake Shell, Inc. ("CLS") [Information about CLS's directors, executive officers and controlling shareholders in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] |
| (b) | 1. P.O. Box 328, 205 N. Depot Street, Stanford, Kentucky 40484 2. P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 3. P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 4. P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 5. P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 6. P.O. Box 430, 370 S. Highway 27, Suite 26, Somerset, KY 42501 |
| (c) | 1. (i) Chairman, President, CEO and Director of First Southern Bancorp, Inc. (bank holding company), P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484; (ii) Chairman, President, CEO and Director of UTG, Inc. (Insurance holding company), 205 N. Depot Street, Stanford, Kentucky 40484; (iii) Chairman, CEO and Director of Universal Guaranty Life Insurance Co. (Life insurance co.), 205 N. Depot Street, Stanford, Kentucky 40484; and (iv) Chairman and Director of First Southern National Bank (Bank), P. O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 2. Bank holding company, P. O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 3. Investments, P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 4. Investments, P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 5. Investments, P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 6. Commerical real estate/investments, P.O. Box 430, 370 S. Highway 27, Suite 26, Somerset, KY 42501 |
| (d) | 1. No 2. No 3. No 4. No 5. No 6. No |
| (e) | 1. No 2. No 3. No 4. No 5. No 6. No |
| (f) | 1. United States 2. United States 3. United States 4. United States 5. United States 6. United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The amount of funds used by First Southern Funding, LLC to purchase shares on May 6, 2025 was $3,478,280. The source of the funds was cash on hand. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The beneficial ownership of the Common Stock by each Reporting Person is as follows. Each Reporting Person has sole voting and dispositive power over the shares listed opposite the Reporting Person's name, except as noted: Reporting Person Number of Shares Owned (%)(1) Jesse T. Correll (2) 154,312 (4.9%) First Southern Bancorp, Inc.(2)(3) 1,406,785 (44.6%) First Southern Funding, LLC(2)(3) 486,957 (15.4%) First Southern Holdings, Inc.(2)(3) 1,201,876 (38.1%) WCorrell, Limited Partnership(2) 72,750 (2.3%) Cumberland Lake Shell, Inc. 128,750 (4.1%) Total(3)(4) 2,176,804 (69.0%) (1) The percentage of outstanding shares is based on 3,154,657 shares of Common Stock outstanding as of May 5, 2025. (2) The share ownership of Mr. Correll includes 81,562 shares of Common Stock owned by him individually; and 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner. In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH, Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH (as well as the shares owned by FSBI and FSF directly), and may be deemed to share with FSH (as well as FSBI and FSF) the right to vote and to dispose of such shares. Mr. Correll owns approximately 79.6% (of which 77.4% is owned directly by Mr. Correll and 2.2% is owned by his wife) of the outstanding membership interests of FSF; he owns approximately 44.5% (of which 44.45% is owned directly by Mr. Correll and 0.02% is owned by his wife), companies he controls own approximately 16.7%, and he has the power to vote and an option to purchase but does not own approximately 2.2%, of the outstanding voting common equity of FSBI (consisting in part of shares entitled to one vote per share and in part of shares entitled to ten votes per share). FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. The aggregate number of shares of Common Stock held by these other Reporting Persons, as shown in the above table, is 1,893,742 shares. (3) The share ownership of FSBI consists of 204,909 shares of Common Stock held by FSBI directly and 1,201,876 shares of Common Stock held by FSH of which FSBI is a 99% member and FSF is a 1% member, as further described in this Item 5. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH. (4) Mr. Correll, FSBI, FSF and FSH have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTI. In addition, because of their relationships with these Reporting Persons, Cumberland Lake Shell, Inc. and WCorrell, Limited Partnership may also be deemed to be members of this group. Therefore, for purposes of this Schedule 13D, each may be deemed to have acquired beneficial ownership of the equity securities of UTI beneficially owned by each of the other Reporting Persons. |
| (b) | See Item 5 (a) above. |
| (c) | On May 6, 2025, First Southern Funding, LLC purchased 86,957 shares at $40.00 per share, cash in privately negotiated transactions. |
| (d) | Not amended. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
See Exhibit F. |
| 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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Comments accompanying signature:
Pursuant to the Agreement among Reporting Persons dated April 16, 2024 for the filing of a single Schedule 13D pursuant to Rule 13d-1(k), each Reporting Person has authorized Jesse T. Correll to sign on behalf of such Reporting Person any Schedule 13D or amendments thereto that are required to be filed on behalf of the Reporting Person to this Schedule 13D. |