niswongersch13d4021609.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment No.
4
Under
the Securities Exchange Act of 1934
Green
Bankshares, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
394361208
(CUSIP
Number)
Linda M. Crouch-McCreadie,
100 MedTech Parkway, Suite 200, Johnson City, Tennessee
37604
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
13, 2009
(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).
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CUSIP No.
394361208
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1.
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Names
of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
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Scott
M. Niswonger
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2.
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Check
the Appropriate Box if a Member of
a Group (See Instructions)
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(a)
(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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PF
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
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6.
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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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7.
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Sole
Voting Power
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1,198,164
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8.
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Shared
Voting Power
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0
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9.
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Sole
Dispositive Power
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1,198,164
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12.
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Check
if the Aggregate Amount in Row(11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
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9.14%
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14.
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Type
of Reporting Person (See Instructions)
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IN
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This Amendment No. 4
to Schedule 13D (originally filed April 28, 2008) is being filed to report the
acquisition of additional shares of common stock of Green Bankshares,
Inc.
Item 1. Security and Issuer
The title and
class of equity securities to which this statement relates is the common stock,
$2.00 par value (the "Common Stock") of Green Bankshares, Inc. (the
"Issuer"). The Issuer's principal executive offices are located at 100 North
Main Street, Greeneville, Tennessee 37743.
Item 2. Identity and
Background
(a) Name:
Scott M. Niswonger
(b) Residence
or business address: P.O. Box 938, Greeneville,
TN 37744-0938
(c)
Present
Principal Occupation or Employment: Executive
(d)
Criminal
Conviction: None
(e) Court or
Administrative Proceedings: None
(f)
Citizenship: United
States.
Item 3. Source and Amount of Funds or
Other Consideration:
The Common Stock has been
acquired with personal funds of Mr. Niswonger. The total purchase
price for the additional 124,165 shares purchased in open market
transactions was approximately $1.0 million.
Item 4.
Purpose of Transaction
Mr.
Niswonger has acquired the shares of Common Stock for investment purposes
and may acquire additional shares, or dispose of some or all of the shares of
Common Stock, from time to time, depending upon price and market conditions,
evaluation of alternative investments and other factors. Mr. Niswonger
intends to review on a continuing basis his investment in the Common Stock,
the Issuer's business affairs and financial condition, as well as conditions in
the securities markets and general economic and industry
conditions.
Mr.
Niswonger has no plans or proposals which relate to or would result in
(a) The
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or
transfer of a material amount of assets of the issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
issuer;
(f) Any other
material change in the issuer's business or corporate structure including but
not limited to, if the issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment policy for which a vote
is required by section 13 of the Investment Company Act of
1940;
(g) Changes
in the issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the issuer by any
person;
(h)
Causing a
class of securities of the issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class
of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of those enumerated above.
Item 5. Interest
in Securities of the Issuer
(a)
Mr. Niswonger owns 1,198,164 shares of the Issuer's Common Stock which
represents 9.14% of the outstanding Common Stock of the Issuer, as reported in
its Form S-3 registration statement filed January 22,
2009.
(b) Mr.
Niswonger has sole voting and dispositive power for the shares beneficially
owned.
(c)
The following identifies open-market transactions made by or on behalf of Mr.
Niswonger involving the Issuer's Common Stock since December 30,
2008:
Date
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Shares
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Price (1)
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01/21/09
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5,000 |
9.23 |
01/22/09 |
4,000 |
9.75 |
01/26/09 |
11,000 |
9.36 |
01/27/09 |
5,000 |
9.56 |
01/28/09 |
2,500 |
10.24 |
01/29/09 |
4,000 |
10.05 |
01/30/09 |
4,000 |
9.97 |
02/03/09 |
19,000 |
9.27 |
02/04/09 |
7,165 |
9.63 |
02/05/09 |
7,000 |
9.80 |
02/13/09 |
8,000 |
9.32 |
02/17/09 |
21,000 |
8.95 |
02/18/09 |
14,500 |
8.44 |
02/19/09(2) |
12,000 |
8.30 |
____________________________
(1) Average price of
multiple daily transactions
(2)
Transaction to settle on February 19, 2009
(d) Mr. Niswonger confirms that
no other person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of the Issuer's
Common Stock beneficially owned by him.
(e) Not Applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer
None.
Item
7. Material
to Be Filed as Exhibits
None
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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Date:
February 18, 2009
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By:
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/s/ Scott
M. Niswonger |
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Scott
M.
Niswonger
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