UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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South Plains Financial, Inc.
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(Name of Issuer)
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Common Stock, par value $1.00 per share
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(Title of Class of Securities)
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83946P107
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*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
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CUSIP No.
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83946P107
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1
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NAMES OF REPORTING PERSONS
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Richard D. Campbell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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1,750,154 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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46,367
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8
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SHARED DISPOSITIVE POWER
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1,703,787
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,750,154
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.9% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Includes (i) 6,367 shares held individually by Mr. Campbell, (ii) 1,274 shares covered by outstanding restricted stock units held of record by Mr. Campbell, (iii) 40,000 shares held by Racham
Investment Group LLC over which Mr. Campbell exercises the authority to vote and dispose, and (iv) 1,703,787 held by Henry TAW LP over which Mr. Campbell exercises the authority to vote and dispose.
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| (2) |
Percentage based on 17,760,243 shares of common stock outstanding as of December 31, 2021.
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Page 2 of 7
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CUSIP No.
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83946P107
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1
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NAMES OF REPORTING PERSONS
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Henry TAW LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,703,787 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,703,787 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.6% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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| (1) |
Pursuant to a voting agreement and irrevocable proxy, Mr. Campbell exercises sole voting authority with respect to the shares of Company common stock held by Henry TAW LP and also has authority to dispose of any such shares.
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| (2) |
Percentage based on 17,760,243 shares of common stock outstanding as of December 31, 2021
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Page 3 of 7
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Item 1.
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| (a) |
Name of issuer: South Plains Financial, Inc. (the “Company”)
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| (b) |
Address of issuer’s principal executive offices: 5219 City Bank
Parkway, Lubbock, Texas 79407
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Item 2.
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| (a) |
Name of person filing:
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Richard D. Campbell (“Mr. Campbell”)
Henry TAW LP (“Henry TAW”)
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Address or principal business office or, if none, residence:
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Mr. Campbell: 3525 Andrews Highway, Midland, Texas 79703
Henry TAW: 3525 Andrews Highway, Midland, Texas 79703
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Citizenship:
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Mr. Campbell is a citizen of the United States of America.
Henry TAW is a Texas limited partnership.
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Title of class of securities: Common Stock, par value $1.00 per
share
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| (e) |
CUSIP No.: 83946P107
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| 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:
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| (a) |
☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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☐ | 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 (15 U.S.C. 80a-3); |
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☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) |
☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
Page 4 of 7
| Item 4. |
Ownership
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| (a) |
Amount beneficially owned:
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(b)
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Percent of class:
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(c)
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Number of shares as to which the person has:
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Sole power to vote or to direct the vote:
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| (ii) |
Shared power to vote or to direct the vote:
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| (iii) |
Sole power to dispose or to direct the disposition of:
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| (iv) |
Shared power to dispose or to direct the disposition of:
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See items 5 through 11 on cover pages.
| Item 5. |
Ownership of 5 Percent or Less of a Class.
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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 ☐.
| Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
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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.
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Not applicable
| Item 8. |
Identification and Classification of Members of the Group.
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See Exhibit 99.1
| Item 9. |
Notice of Dissolution of Group.
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Not applicable
| Item 10. |
Certifications
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Not applicable
Page 5 of 7
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 15, 2022
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/s/ Richard D. Campbell
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Richard D. Campbell
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Henry Taw LP
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/s/ Richard D. Campbell
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Richard D. Cambell
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President and Chief Executive Officer
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other
than an executive officer or general partner of this filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, That a
power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18
U.S.C. 1001).
Page 6 of 7
EXHIBIT 99.1
JOINT FILING AGREEMENT
This Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by and among the parties listed below, each referred to herein as a
“Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Exchange Act and the rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with
respect to their ownership of common stock of South Plains Financial, Inc., and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing
under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 15th day of February, 2022.
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/s/ Richard D. Campbell
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Richard D. Campbell
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Henry Taw LP
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/s/ Richard D. Campbell
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Richard D. Campbell
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President and Chief Executive Officer
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Page 7 of 7