annual report of holding companies-fr y-6/media/others/banking/...in ba nk holding voting shares...
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1249691
Board of Governors of the Federal Reserve System
FR Y-6 0MB Number 7100-0297 Approval expires November 30, 2019 Page 1 of 2
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year
This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a)
This report form is to be filed by all top-tier bank holding companies, top-tier savings and loan holding companies, and U.S. intermediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifying foreign banking organization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file .) The Federal Reserve may not conduct or sponsor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number.
and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sections 113,165,312,618, and 809 of the Dodd-Frank Act (12 U.S.C. §§ 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified.
NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOPIESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. I, Kyle Witt
Name of the Holding Company Director and Official
Treasurer Title of the Holding Company Director and Official
attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been prepared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.
With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.F.R. Part 261, that the Reporter .aad. individual consent to public release of all details in the report concerning that individual.
Signature f Holding Company Director and Official
05/17/2019 Date of Signature
For holding companies l1Q1 registered with the SECIndicate status of Annual Report to Shareholders:
0 is included with the FR Y-6 report
D will be sent under separate cover
D is not prepared
For Federal Reserve Bank Use Only
RSSDID
C.I. ---------
Date of Report (top-tier holding company's fiscal year-end):
December 31, 2018 Month/ Day/ Year
N/A Reporte(s Legal Entity Identifier (LEI} (20-Character LEI Code}
Reporter's Name, Street, and Mailing Address
FS Bancshares Inc. Legal Title of Holding Company
P.O. Box 460, 86 E Water Street (Mailing Address of the Holding Company} Street/ P.O. Box
Markesan WI 53946 -------City State Zip Code
Physical Location (if different from mailing address}
Person to whom questions about this report should be directed: Kyle Witt President/CEO Name
920-398-2336 Area Code/ Phone Number/ Extension
920-398-3614 Area Code/ FAX Number
[email protected] E-mail Address
www.ergobank.com
Title
Address (URL} for the Holding Company's web page
O=No Is confidential treatment requested for any portion of this report submission? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . }=YesO In accordance with the General Instructions for this report ( check only one),
1. a letter justifying this request is being provided along with the report ...... ........... ........... ...... .................. D
2. a letter justifying this request has been provided separately D NOTE: Information for which confidential treatment is being requested
must be provided separately and labeled as "confidential."
Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.50 hours per response, including time to gather and maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551, and to the Office of Management and Budget, Paperworl< Reduction Project (7100-0297) , Washington, DC 20503. 03/2018
Report Item
1:
2(a):
I I
I
Fonn FRY-6
FS BancShares, Inc. Markesan, Wisconsin
Fiscal Year Ending December 31, 2018
The bank holding company prepares an annual report for its shareholders, One copy is enclosed.
Organizational Chart
FS BancShares, Inc. LEI-None
86 E. Waler St. Markesan, WI 53946
State lncoroorated in W1Sconsin
100%
Ergo Bank LEI - None
86 E. Water St. Markesan, WI 53946
State incomorated in Wisconsin
100%
FOXMAR lnvesbnents, Inc. LEI-None
3993 Howard Hughes Parkway Las Vegas, Nevada
State incorporated in Nevada
F S BANCSHARES, INC., OWNS 100% OF THE 1500 SHARES OUTSTANDING, OF ERGO BANK MARKESAN, WI
ERGO BANK OWNS 100% OF FOXMAR INVESTMENTS, INC., LAS VEGAS, NV FOXMAR INVESTMENTS IS AN INVESTMENT SUBSIDIARY OF ERGO BANK DOMICILED IN NEVADA
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Included with FR y.5 e•malled to [email protected]
FORM FRY-6 FS BnncShares, Inc.
Markesan, WI Fiscal Year Ending December 31, 2018
Report Item 3: Securities Holders (1)(a\/bll c) and (2)(a)(b)( c ) Current securities holders with ownership or holdings of 5% or Securities holders not listed in 3(1)(a) through 3(1)( c) that had ownership, control or more with oower to vote as of f iscal vear endlnq 12·31 ·2018 holdinas of 5% or more with oower to vote durino the fiscal vear endino 12.31.2018
(1)(a) 1(b) 1( c) (2)(a) (2)(b) (2)( c) Name Country Number & % of each Class of Voting Name Country Number & % of each Class of Voting Citv/State Securities Citv/State Securities None
David E. Abendroth 1992 Convertible Trust USA 678 • 6.46% Class A Shares David E. Abendroth, Trustee Markesan, WI USA
Charles & Sherry Slinger USA 900 • 8.57% Class A Shares Slinger Enterprises, LLC Randolph, WI USA
Report Item 4: Insiders (1) , (2) , (3)(a)(b)( c) and (4)(a)(b)( c)
(3)( C) (1)(a) (2) (3)(a) (3)(b) Title & Position (4)(a) (4)(b) (4)( C)
with other Percentage of Principal Occupation if Title & Position Businesses Voting Shares Percentage of Names of other Name other than with Bank with Subsidiaries (Name of in Bank Holding Voting Shares companies with >25%
Citv/State Holdino Comoanv Title & Position with Bank Holdina Comoanv (Name of Subsidiaries} Other Businesses} Comoanv in Subsidiaries votlna shares held Dillle, Joseph N/A Director Director N/A 2.57% N/A N/A Markesan, WI USA of Ergo Bank Director · FOXMAR
Perry, Steve Farmer Director • Vice President Director & Chairman N/A 2.91% N/A N/A Fox Lake, WI USA of Ergo Bank
Reabe, Damon Spray plane Director Director Owner/ Member 0.33% N/A (Dalryland Aviation, Inc.) • 50% Ripon, WI USA Corporation of Ergo Bank (Dalryland Aviation, Inc.) (B&D Aircraft Leasing, LLC) • 50% Director • FOXMAR (B&D Aircraft Leasing, LLC) (B&D Leasing, LLC) • 50%
(B&D Leasing, LLC) (MD Aircraft Leasing, LLC) • 50% (MO Aircraft Leasing, LLC)
Kinas, Lorene Excavating Director Director Vice President/Member 0.05% N/A (Kinas Excavating, Inc) • 50% Markesan, WI USA Corporation of Ergo Bank (Kinas Excavating, Inc) (Kinas Materials, LLC) - 50% {Kinas Materials, LLC)
Smits, Steven Dairy Farmer Director Director Member 0. 19% N/A (Double S Dairy, LLC) • 50% Markesan, WI USA Corporation of Ergo Bank (Double S Dairy, LLC)
Wells , Debra Accountant Director Director CPA, Member 0.14% N/A (O'Connor, Wells, Vander Werff, LLC) • 33% Fox Lake, WI USA of Ergo Bank (O'Connor, Wells, Vander Werff, LLC)
Witt, Kyle N/A Director & President & Treasurer Director & CEO Member 2.20% N/A (K Witt Farms, LLC) • 100% Waupun, W I USA of Ergo Bank (K Witt Farms, LLC) Director • FOXMAR
Note: No shareholders of record holding 1 0 % or more O'Nflership of Class A voting stock. Note: No shares held by any directors and officers In the BHC subsidiaries. Note: No controlll no Interest of 25% or more of outstandlno shares held In other businesses.