UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 13G
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
FirstSun Capital
Bancorp
(Name of Issuer)
Class A Common
Stock, par value $0.0001 per share
(Title of Class
of Securities)
33767U107
(CUSIP Number)
October 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:
| * |
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).
| CUSIP No. 33767U107 |
Schedule 13G |
Page
2 of 9 |
| (1) |
NAMES OF REPORTING PERSON
Karen Hale
Young Family Irrevocable Trust U/A/D 5/25/2011(1) |
| |
|
| (2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| |
|
| |
(a)
o |
| |
(b)
x |
| (3) |
SEC
USE ONLY |
| |
|
| |
|
| (4) |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Missouri |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
(5) |
SOLE
VOTING POWER |
| |
|
| |
1,816,000
|
| (6) |
SHARED
VOTING POWER |
| |
|
| |
0 |
| (7) |
SOLE
DISPOSITIVE POWER |
| |
|
| |
1,816,000 |
| (8) |
SHARED
DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| (9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,816,000 |
| (10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| |
|
| |
|
| (11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
6.56%
|
| (12)
|
TYPE
OF REPORTING PERSON |
| |
|
| |
OO |
| (1) |
1,816,000
common shares held by the Karen Hale Young Family Irrevocable Trust U/A/D 5/25/2011. As of November 14, 2024, Karen
Hale Young served as the trustee of the above named trust. |
| |
|
| CUSIP No. 33767U107 |
Schedule 13G |
Page
3 of 9 |
| (1) |
NAMES OF REPORTING PERSON
Joyce V Hale
GRAT FBO Karen H Young Family(1) |
| |
|
| (2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| |
|
| |
(a)
o |
| |
(b)
x |
| (3) |
SEC
USE ONLY |
| |
|
| |
|
| (4) |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Missouri |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
(5) |
SOLE
VOTING POWER |
| |
|
| |
85,000
|
| (6) |
SHARED
VOTING POWER |
| |
|
| |
0 |
| (7) |
SOLE
DISPOSITIVE POWER |
| |
|
| |
85,000 |
| (8) |
SHARED
DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| (9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
85,000 |
| (10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| |
|
| |
|
| (11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
0.31%
|
| (12)
|
TYPE
OF REPORTING PERSON |
| |
|
| |
OO |
| (1) |
85,000
common shares held by the Joyce V Hale GRAT FBO Karen H Young Family. As of November 14, 2024, Karen Hale Young
served as the trustee of the above named trust. |
| CUSIP No. 33767U107 |
Schedule 13G |
Page
4 of 9 |
| (1) |
NAMES OF REPORTING PERSON
JVH Orion
Trust for the Karen Hale Young Family U/A/D 7/8/2011(1) |
| |
|
| (2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| |
|
| |
(a)
o |
| |
(b)
x |
| (3) |
SEC
USE ONLY |
| |
|
| |
|
| (4) |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Missouri |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
(5) |
SOLE
VOTING POWER |
| |
|
| |
69,000
|
| (6) |
SHARED
VOTING POWER |
| |
|
| |
0 |
| (7) |
SOLE
DISPOSITIVE POWER |
| |
|
| |
69,000 |
| (8) |
SHARED
DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| (9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
69,000 |
| (10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| |
|
| |
|
| (11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
0.24%
|
| (12)
|
TYPE
OF REPORTING PERSON |
| |
|
| |
OO |
| (1) |
69,000
common shares held by the JVH Orion Trust for the Karen Hale Young Family U/A/D 7/8/2011. As of November 14, 2024,
Karen Hale Young served as the trustee of the above named trust. |
| CUSIP No. 33767U107 |
Schedule 13G |
Page
5 of 9 |
Item 1(a). Name of Issuer:
FirstSun Capital Bancorp (the “Issuer”)
Item 1(b). Address of Issuer’s
Principal Executive Offices:
1400 16th Street, Suite 250
Denver, Colorado 80202
Item 2(a). Name of Person Filing:
The Statement
is filed on behalf of the (i) Karen Hale
Young Family Irrevocable Trust U/A/D 5/25/2011; (ii) Joyce V Hale
GRAT FBO Karen H Young Family; and (iii) JVH Orion Trust for the Karen Hale Young Family U/A/D 7/8/2011 (each, a “Reporting
Person” and collectively, the “Reporting Persons”).
Item 2(b).
Address of Principal Business Office or, if None, Residence:
1400 16th Street, Suite 250
Denver, Colorado 80202
Item 2(c).
Citizenship:
Karen Hale
Young Family Irrevocable Trust U/A/D 5/25/2011 is a trust existing in the State of Missouri.
Joyce V
Hale GRAT FBO Karen H Young Family is a trust existing in the State of Missouri.
JVH Orion Trust
for the Karen Hale Young Family U/A/D 7/8/2011 is a trust existing in the State of Missouri.
Item 2(d). Title of Class of Securities:
Common stock,
par value $0.0001 per share (“Common Stock”)
Item 2(e). CUSIP Number:
33767U107
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) |
o |
Broker
or dealer registered under Section 15 of the Exchange Act; |
| |
|
|
| (b) |
o |
Bank
as defined in Section 3(a)(6) of the Exchange Act; |
| |
|
|
| (c) |
o |
Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
| |
|
|
| (d) |
o |
Investment
company registered under Section 8 of the Investment Company Act; |
| |
|
|
| (e) |
o |
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
|
|
| (f) |
o |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(ii)(F); |
| |
|
|
| (g) |
o |
A
parent holding company or control person in accordance Rule 13d-1(b)(1)(ii)(G); |
| |
|
|
| (h) |
o |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;. |
| |
|
|
| (i) |
o |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act; |
| |
|
|
| (j) |
o |
A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| |
|
|
| (k) |
o |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution: ______ |
| CUSIP No. 33767U107 |
Schedule 13G |
Page
6 of 9 |
Item 4. Ownership:
Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1
(a) Amount
Beneficially Owned:
As
of the close of business on November 14, 2024, the Reporting Persons beneficially owned an aggregate of 1,970,000 shares of the
Issuer’s Common Stock. Specifically, as of the close of business on November 14, 2024:
i)
The Karen Hale Young Family Irrevocable
Trust U/A/D 5/25/2011, beneficially owned 1,816,000 shares of the Issuer’s Common Stock (the “KHY Family Trust”);
ii)
The Joyce V Hale GRAT FBO Karent H Young Family, beneficially owned 85,000 shares of the Issuer’s Common Stock (the “KVH
GRAT”); and
iii)
JVH Orion Trust for the Karen Hale Young Family U/A/D 7/8/2011, beneficially owned 69,000 shares of the Issuer’s Common Stock
(the “JVH Orion Trust”), which together with the shares of the Issuer’s Common Stock beneficially owned
by the KHY Family Trust and KVH GRAT represented 1,970,100 shares of the Issuer’s Common Stock or 7.12% of the Issuer’s
Common Stock outstanding.
(b) Percent
of Class:
As
of the close of business on November 14, 2024, the KHY Family Trust, the KVH GRAT and the JVH Orion Trust may be deemed to have
beneficially owned 1,970,000 shares of the Issuer’s Common Stock or 7.12% of the Issuer’s Common Stock outstanding
(see Item 4(a) above), which percentage was calculated based on 27,666,854 shares of the Issuer’s Common Stock outstanding
as of November 7, 2024, as per the information reported in the Issuer’s Form 10-Q filed on November 8, 2024.
(c) Number
of shares as which such person has:
| |
(i) |
Sole
power to vote or to direct the vote: 1,970,000 |
| |
(ii) |
Shared
power to vote or to direct the vote: -0-. |
| |
(iii) |
Sole
power to dispose or to direct the disposition of: 1,970,000. |
| |
(iv) |
Shared
power to dispose or to direct the disposition of: -0-. |
Karen
Hale Young is the trustee of each of the KHY Family Trust, the KVH GRAT and the JVH Orion Trust. She may be deemed to have voting,
investment, and dispositive power with respect to the securities described in this Schedule 13G. She owns no other securities of the
Issuer except that, an additional 100 shares of the Issuer’s Common Stock is owned by the Karen Hale Young Trust Agreement
U/A/D 2/23/1996 for which Ms. Young serves as the trustee. When SEC codes are obtained for this trust, these additional 100 shares
will be reported by amendment to this Schedule 13G.
The
filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons, or either of them, is or are the
beneficial owners of the shares for any other purpose than Section 13(d) and 13(g) of the Act, as amended. The Reporting Persons
and Ms. Young believe that they are not a “group” under Section 13(d) of the Act, and the filing of this Schedule
13G shall not be deemed an admission that the Reporting Persons are members of such a group.
| CUSIP No. 33767U107 |
Schedule 13G |
Page
7 of 9 |
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 5 percent of the class of securities, check the following o.
Item 6. Ownership of More Than
Five Percent on Behalf of Another Person:
Not Applicable.
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.
Item 8. Identification and Classification
of Members of the Group:
See Exhibit I.
Item 9. Notice of Dissolution
of Group:
Not Applicable.
Item 10. Certification.
Not Applicable. The Reporting Persons
have not added any securities to their holdings since the effective date of the registration of the class of Issuer’s securities
of Section 12(b) of the Exchange Act.
Exhibits:
Exhibit
I: Joint Filing Agreement, dated as of November 14, 2024, by and among the
Karen Hale Young Family Irrevocable Trust U/A/D 5/25/2011, the Joyce V Hale GRAT FBO Karen H Young Family and the JVH Orion Trust
for the Karen Hale Young Family U/A/D 7/8/2011.
| CUSIP No. 33767U107 |
Schedule 13G |
Page
8 of 9 |
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete, and correct.
Date: November 14, 2024
| |
Karen
Hale Young Family
Irrevocable Trust U/A/D 5/25/2011
/s/ Karen Hale Young |
| |
Name: Karen Hale Young
Title: Trustee
|
| |
Joyce
V Hale GRAT FBO Karent H
Young Family
/s/ Karen Hale Young |
| |
Name: Karen Hale Young
Title: Trustee
|
|
JVH
Orion Trust for the Karen
Hale Young Family U/A/D 7/8/2011
/s/ Karen Hale Young |
| |
Name: Karen Hale Young
Title: Trustee
|
| CUSIP No. 33767U107 |
Schedule 13G |
Page
9 of 9 |
EXHIBIT
I
JOINT
FILING AGREEMENT
This will
confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on
or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, par value $0.0001 per
share, of FirstSun Capital Bancorp, a Delaware corporation, will be filed on behalf of each of the persons and entities named
below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
Dated:
November 14, 2024
| |
Karen
Hale Young Family
Irrevocable Trust U/A/D 5/25/2011
/s/ Karen Hale Young |
| |
Name: Karen Hale Young
Title: Trustee
|
| |
Joyce
V Hale GRAT FBO Karent H
Young Family
/s/ Karen Hale Young |
| |
Name: Karen Hale Young
Title: Trustee
|
| |
JVH
Orion Trust for the Karen
Hale Young Family U/A/D 7/8/2011
/s/ Karen Hale Young |
| |
Name: Karen Hale Young
Title: Trustee
|
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