SC 13G/A 1 tm226271d1_sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Merchants Bancorp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

58844R108

(CUSIP Number)

December 31, 2021

(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)

¨  Rule 13d-1(c)

x  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 13G

CUSIP No.           58844R108

1	Names of Reporting Persons Randall D. Rogers
2	Check the appropriate box if a member of a Group (see instructions) (a) x (b) ¨
3	Sec Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 3,374,923
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 3,374,923
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,374,923
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨
11	Percent of class represented by amount in row (9) 7.8%
12	Type of Reporting Person (See Instructions) IN

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CUSIP No.           58844R108

1	Names of Reporting Persons Mary H. Rogers
2	Check the appropriate box if a member of a Group (see instructions) (a) x (b) ¨
3	Sec Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 3,374,923
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 3,374,923
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,374,923
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨
11	Percent of class represented by amount in row (9) 7.8%
12	Type of Reporting Person (See Instructions) IN

Page 3 of 10

CUSIP No.           58844R108

1	Names of Reporting Persons Katherine H. Rogers
2	Check the appropriate box if a member of a Group (see instructions) (a) x (b) ¨
3	Sec Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 2,956,194
		6	Shared Voting Power 0
		7	Sole Dispositive Power 2,956,194
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,956,194
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨
11	Percent of class represented by amount in row (9) 6.9%
12	Type of Reporting Person (See Instructions) IN

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CUSIP No.           58844R108

1	Names of Reporting Persons Carey Rogers Kulongoski
2	Check the appropriate box if a member of a Group (see instructions) (a) x (b) ¨
3	Sec Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 3,222,106
		6	Shared Voting Power 0
		7	Sole Dispositive Power 3,222,106
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,222,106
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨
11	Percent of class represented by amount in row (9) 7.5%
12	Type of Reporting Person (See Instructions) IN

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CUSIP No.           58844R108

1	Names of Reporting Persons Randall D. Rogers, Jr.
2	Check the appropriate box if a member of a Group (see instructions) (a) x (b) ¨
3	Sec Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 3,853,606
		6	Shared Voting Power 0
		7	Sole Dispositive Power 3,853,606
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,853,606
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨
11	Percent of class represented by amount in row (9) 8.9%
12	Type of Reporting Person (See Instructions) IN

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Item 1.

(a)

Name of Issuer:

Merchants Bancorp

(b)

Address of Issuer’s Principal Executive Offices:

410 Monon Boulevard, Carmel, IN 46032

Item 2.

(a)

Name of Person Filing:

Randall D. Rogers

Mary H. Rogers

Katherine H. Rogers

Carey Rogers Kulongoski

Randall D. Rogers, Jr.

Randall D. Rogers, Mary H. Rogers, Katherine H. Rogers, Carey Rogers Kulongoski, and Randall D. Rogers, Jr. have entered into a Joint Filing Agreement pursuant to which they have agreed to file this Schedule 13G Amendment jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

(b)

Address of Principal Business Office or, if None, Residence:

410 Monon Boulevard, Carmel, IN 46032

(c)

Citizenship:

United States

(d)

Title and Class of Securities:

Common Stock

(e)

CUSIP No.:

58844R108

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;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

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(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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;

(j)

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

1. Randall D. Rogers

(a)

Amount Beneficially Owned: 3,374,923

(b)

Percent of Class: 7.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,374,923

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,374,923

2. Mary H. Rogers

(a)

Amount Beneficially Owned: 3,374,923

(b)

Percent of Class: 7.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,374,923

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,374,923

3. Katherine H. Rogers

(a)

Amount Beneficially Owned: 2,956,194

(b)

Percent of Class: 6.9%

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(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 2,956,194

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 2,956,194

(iv)

Shared power to dispose or to direct the disposition of: 0

4. Carey Rogers Kulongoski

(a)

Amount Beneficially Owned: 3,222,106

(b)

Percent of Class: 7.5%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 3,222,106

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 3,222,106

(iv)

Shared power to dispose or to direct the disposition of: 0

5. Randall D. Rogers, Jr.

(a)

Amount Beneficially Owned: 3,853,606

(b)

Percent of Class: 8.9%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 3,853,606

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 3,853,606

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

N/A

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

N/A

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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.

N/A

Item 8.

Identification and classification of members of the group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications.

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.

Dated: February 11, 2022

/s/ Randall D. Rogers
Randall D. Rogers

/s/ Mary H. Rogers
Mary H. Rogers

/s/ Katherine H. Rogers
Katherine H. Rogers

/s/ Carey Rogers Kulongoski
Carey Rogers Kulongoski

/s/ Randall D. Rogers, Jr.
Randall D. Rogers, Jr.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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SEC Form SC 13G/A filed by Merchants Bancorp (Amendment)