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. 3)*
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UMB FINANCIAL CORP (Name of Issuer) |
Common Stock, $1.00 par value (Title of Class of Securities) |
902788108 (CUSIP Number) |
Megan Mercer 1010 Grand Avenue, Kansas City, MO, 64106 (816) 860-1675 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/14/2025 (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
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| CUSIP No. | 902788108 |
| 1 |
Name of reporting person
J MARINER KEMPER | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | 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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| 11 | Aggregate amount beneficially owned by each reporting person
3,660,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on January 31, 2014, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 30, 2024 and Amendment No. 2 filed with the SEC on February 4, 2025, relating to the common stock, par value $1.00 per share (the "UMBF Common Stock"), of UMB Financial Corporation ("UMBF"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $1.00 par value |
| (b) | Name of Issuer:
UMB FINANCIAL CORP |
| (c) | Address of Issuer's Principal Executive Offices:
1010 GRAND AVE, KANSAS CITY,
MISSOURI
, 64106. |
| Item 2. | Identity and Background |
| (a) |
This Schedule 13D is being filed by J. Mariner Kemper (the "Reporting Person"). |
| (b) | The address of the Reporting Person is c/o UMB Financial Corporation, 1010 Grand Boulevard, Kansas City, Missouri, 64106. |
| (c) | The Reporting Person is the Chairman and Chief Executive Officer of UMBF, whose address is listed in Item 1 above. |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States. |
| Item 4. | Purpose of Transaction |
On April 28, 2024, UMBF entered into (i) an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives for the underwriters named therein (collectively, the "Underwriters"), Bank of America, N.A., acting in its capacity as the forward purchaser (the "Forward Purchaser"), and BofA Securities, Inc. as forward seller (the "Forward Seller"), relating to the registered public offering and sale by the Forward Seller of 2,800,000 shares of UMBF Common Stock, and (ii) a forward sale agreement (the "Forward Sale Agreement") with the Forward Purchaser relating to 2,800,000 shares of UMBF Common Stock. Pursuant to the Underwriting Agreement, the Underwriters were also granted a 30-day option to purchase up to an additional 420,000 shares of UMBF Common Stock. On April 30, 2024, the Underwriters exercised in full their option to purchase the additional 420,000 shares of UMBF Common Stock pursuant to the Underwriting Agreement and, in connection therewith, UMBF entered into an additional forward sale agreement (the "Additional Forward Sale Agreement") with the Forward Purchaser relating to 420,000 shares of UMBF Common Stock. On March 14, 2025, UMBF physically settled the Forward Sale Agreement and the Additional Forward Sale Agreement by the delivery of 3,220,000 shares of UMBF Common Stock (the "Forward Settlement"). As a result of the Forward Settlement, as of March 14, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the UMBF Common Stock. The filing of this Amendment No. 3 constitutes an exit for the Reporting Person. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this report, the Reporting Person is deemed to beneficially own 3,660,852 shares of UMBF Common Stock, representing approximately 4.81% of the shares of UMBF Common Stock treated as being outstanding as of March 2, 2026. |
| (b) | Name of shares to which the Reporting Person has: (i) Sole power to vote or direct the vote: 2,505,138 (ii) Shared power to vote or to direct the vote: 1,155,714 (iii) Sole power to dispose or to direct the disposition: 2,505,138 (iv) Shared power to dispose or to direct the disposition: 1,155,714 The Reporting Person may be deemed to beneficially own UMBF Common Stock held by several affiliated entities. The Trust is the majority shareholder and the Reporting Person is an officer and director of Kemper Realty Company ("Kemper Realty") and Pioneer Service Corporation ("Pioneer"). Each of Kemper Realty and Pioneer are entities through which voting and investment decisions may be controlled, directly or indirectly, by the Reporting Person. Kemper Realty holds 288,945 shares and Pioneer holds 392,029. 1,024 shares of UMBF Common Stock are owned by the Reporting Person's son, and 1,020 shares are owned by the Reporting Person's daughter, and are managed in custodial accounts in their names. The Reporting Person is the custodian of these accounts and retains voting and dispositional power over these shares. The Reporting Person also shares the power to vote or dispose shares of UMBF Common Stock held in various fiduciary accounts on behalf of trusts and foundations, including: (i) 1,506,200 shares are owned by the R. Crosby Kemper Jr. Marital Trust, but sole voting and dispositive authority is held by the Reporting Person. (ii) 21,460 shares are owned by a trust under the will of Rufus Crosby Kemper, 26,499 are owned by Sheila K. Dietrich Irrevocable Trust, and 64,362 shares are owned by the Enid and Crosby Kemper Foundation. In each case, UMB Bank, n.a. as trustee has sole voting and dispositive authority but may not act only on the direction of the Reporting Person, Alexander C. Kemper, and Heather Miller, or any two of them. (iii) 280,693 shares are owned by the R.C. Kemper Charitable Trust and Foundation, but sole voting and dispositive authority is held by the co-trustees: the Reporting Person, Thomas J. Wood III, and Sheila Kemper Dietrich. (iv) 569,500 shares are owned by the R. C. Kemper Jr. Charitable Trust and Foundation, but sole voting and dispositive authority is held by the majority of the individual co-trustees: the Reporting Person, Mary S. Kemper, and Mary Kemper Wolf. (v) 58,566 shares are owned by the R. Crosby Kemper Irrevocable Dynasty Trust, but sole voting and dispositive authority is held by the majority of the Reporting Person, R. Crosby Kemper III, Sheila Kemper Dietrich, Alexander C. Kemper, Heather Miller and Mary Kemper Wolf. (vi) 126,367 shares are owned by the Bebe and Crosby Kemper Foundation for the Arts. UMB Bank, n.a. as corporate trustee has sole voting and dispositive authority but may act only on the direction of a majority of the Reporting Person, Mary Kemper Wolf, Heather Miller and Sheila Kemper Dietrich. (vii) 12,558 shares are owned by the Mary S. Hunt Trust. Mr. Kemper and UMB Bank, n.a. are co-trustees, but the Reporting Person has sole voting and dispositive authority over the shares. (viii) 47,422 are owned by the William T. Kemper Charitable Trust. UMB Bank, n.a. and the Reporting Person are co-trustees, but the Reporting Person has full voting and dispositive authority over the shares. (ix) 8,217 are owned by the Megan Kemper Trust. Megan Kemper is the trustee, but the Reporting Person has full voting and dispositive authority over the shares. |
| (c) | Exhibit 99.1 sets forth information with respect to the Reporting Person's transactions effected during the past 60 days. |
| (d) | Not applicable. |
| (e) | As a result of the Forward Settlement, as of March 14, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent (5)% of the UMBF Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information contained in Item 4 of this Amendment No. 3 to Schedule 13D is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Schedule of transactions for Item 5(c) of Schedule 13D |
| 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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