UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
New Peoples Bankshares, Inc.
(Name of Issuer)
Common Stock, par value $2.00 per share
(Title of Class of Securities)
64801P101
(CUSIP Number)
June 18, 2013
(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)
x Rule 13d-1(c)
¨ 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).
| CUSIP No. 64801P101 |
| (1) |
Names of reporting persons. I.R.S Identification Nos. of above persons (entities only).
Richard G. Preservati and N. Karen Preservati are filing this Schedule 13G as a group. | |||||
| (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 of America | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
3,039,999(1) | ||||
| (6) | Shared voting power
0.0 | |||||
| (7) | Sole dispositive power
3,039,999(1) | |||||
| (8) | Shared dispositive power
0.0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
3,039,999(1) shares owned by the group * | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) | Percent of class represented by amount in Row (9)
13.58% | |||||
| (12) | Type of reporting person (see instructions)
IN (for each member of the group) | |||||
| (1) | Includes 506,666 common stock warrants. |
| Item 1 (a). | Name of Issuer |
New Peoples Bankshares, Inc. (the “Company”)
| Item 1 (b). | Address of Issuer’s Principle Executive Offices |
67 Commerce Drive
Honaker, VA 24260
| Item 2 (a). | Name of Person Filing |
Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, Richard G. Preservati and N. Karen Preservati are filing this Schedule 13G as a group. The Joint Filing Agreement of Richard G. Preservati and N. Karen Preservati is attached hereto as Exhibit A.
| Item 2 (b). | Address of Principle Business Office or, if none, Residence |
P.O. Box 1003
Princeton, WV 24740
(for each member of the group)
| Item 2 (c). | Citizenship |
United States of America (for each member of the group)
| Item 2 (d). | Title of Class of Securities |
Common Stock, par value $2.00 per share
| Item 2 (e). | CUSIP Number |
64801P101
| Item 3. | If this statement is filed pursuant to sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| 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: |
3,039,999(1) shares of Common Stock
| (b) | Percent of class: |
13.58%
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
3,039,999(1) shares of Common Stock
| (ii) | Shared power to vote or to direct the vote: |
0.0
| (iii) | Sole power to dispose or to direct the disposition of: |
3,039,999(1) shares of Common Stock
| (iv) | Shared power to dispose or to direct the disposition of: |
0.0
| 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. ¨
| 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 |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
In lieu of a separate exhibit, please see Item 2(a).
| Item 9. | Notice of Dissolution of Group |
See Exhibit 1 filed with this Amendment No. 2.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| (1) | Includes 506,666 common stock warrants. |
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: June 26, 2013 | By: | /s/ Richard G. Preservati | ||||
| Richard G. Preservati | ||||||
| Dated: June 26, 2013 | By: | /s/ N. Karen Preservati | ||||
| N. Karen Preservati | ||||||
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the persons named below hereby agree to the joint filing by each of them of Amendment No. 2 to Schedule 13G with respect to the shares of Common Stock, par value $2.00 per share, of New Peoples Bankshares, Inc. beneficially owned and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement on the date set forth beside their respective names.
| Dated: June 26, 2013 | By: | /s/ Richard G. Preservati | ||||
| Richard G. Preservati | ||||||
| Dated: June 26, 2013 | By: | /s/ N. Karen Preservati | ||||
| N. Karen Preservati | ||||||
EXHIBIT 1
SCHEDULE 13G
Amendment No. 2
Item 9.
N. Karen Preservati terminated all of her interest in the Company’s common stock on June 18, 2013. Accordingly, the Group identified in this Amendment No. 2 has been dissolved and further filings, if required, will be made by the members of the Group in their individual capacities.