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FR Y-6Page 2 of 2
For Use By Tiered Holding CompaniesTop-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies below.
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box
City State Zip Code
Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box
City State Zip Code
Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box
City State Zip Code
Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box
City State Zip Code
Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box
City State Zip Code
Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box
City State Zip Code
Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box
City State Zip Code
Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box
City State Zip Code
Physical Location (if different from mailing address)
12/2012
None
Report Item
1:
2(a): Organization Chart
100%
100%
100%
2(b): Domestic branch listing provided to the Federal Reserve Bank as part of this filing.
Round TopState BankLEI: None
Round Top, TXTexas
Tom Baker InsuranceAgency, Inc.LEI: None
Round Top, TXTexas
WSB InsuranceAgency, Inc.LEI: None
Round Top, TXTexas
The Bank Holding Company is not required to prepare form 10K as it is not registered with the SEC. The Bank Holding Company does not prepare an annual report for its sharesholders.
Form FR Y-6
Round Top Bancshares, Inc.Round Top, Texas
Fiscal Year Ending December 31, 2017
Round TopBancshares, Inc.
LEI: NoneRound Top, TX
Texas
Results: A list of branches for your depository institution: ROUND TOP STATE BANK (ID_RSSD: 665865).This depository institution is held by ROUND TOP BANCSHARES, INC. (2684721) of ROUND TOP, TX.The data are as of 12/31/2017. Data reflects information that was received and processed through 01/04/2018.
Reconciliation and Verification Steps1. In the Data Action column of each branch row, enter one or more of the actions specified below2. If required, enter the date in the Effective Date column
ActionsOK: If the branch information is correct, enter 'OK' in the Data Action column.Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column.Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column.Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.
If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper.
Submission ProcedureWhen you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information.If you are e‐mailing this to your FRB contact, put your institution name, city and state in the subject line of the e‐mail.
Note:To satisfy the FR Y‐10 reporting requirements , you must also submit FR Y‐10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add.The FR Y‐10 report may be submitted in a hardcopy format or via the FR Y‐10 Online application ‐ https://y10online.federalreserve.gov.
* FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required.
Data Action Effective Date Branch Service Type Branch ID_RSSD* Popular Name Street Address City State Zip Code County Country FDIC UNINUM* Office Number* Head Office Head Office ID_RSSD* CommentsOK Full Service (Head Office) 665865 ROUND TOP STATE BANK 301 NORTH WASHINGTON STREET, HIGHWAY 237 NORTH ROUND TOP TX 78954 FAYETTE UNITED STATES Not Required Not Required ROUND TOP STATE BANK 665865OK Full Service 2425634 GIDDINGS BRANCH 1442 EAST AUSTIN STREET GIDDINGS TX 78942 LEE UNITED STATES Not Required Not Required ROUND TOP STATE BANK 665865OK Full Service 976057 EAGLE BANK JARRELL BRANCH 12345 NORTH IH 35 JARRELL TX 76537 WILLIAMSON UNITED STATES Not Required Not Required ROUND TOP STATE BANK 665865OK Full Service 3537888 LA GRANGE BRANCH 2010 HIGHWAY 71 WEST LA GRANGE TX 78945 FAYETTE UNITED STATES Not Required Not Required ROUND TOP STATE BANK 665865OK Full Service 3304875 LEXINGTON BRANCH 8681 NORTH HIGHWAY 77 LEXINGTON TX 78947‐9496 LEE UNITED STATES Not Required Not Required ROUND TOP STATE BANK 665865OK Full Service 4833046 EAGLE BANK ROUND ROCK BRANCH 2250 NORTH AW GRIMES BOULEVARD ROUND ROCK TX 78665 WILLIAMSON UNITED STATES Not Required Not Required ROUND TOP STATE BANK 665865
Report Item 3: Securities Holders(1)(a)(b)(c) and (2)(a)(b)(c)
Current securities holders with ownership, control or holdings of 5% or more Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, controlwith power to vote as of fiscal year ending 12-31-2017 or holdings of 5% or more with power to vote during the fiscal year ending 12-31-2017
(1)(b) (1)(c) (2)(c)(1)(a) Country of Number and Percentage of (2)(a) (2)(b) Number and Percentage ofName Citizenship Each Class of Voting Name Country of Citizenship Each Class of VotingCity, State, Country or Incorporation Securities City, State, Country or Incorporation Securities
Ronny G. & Betty Sacks USA 2,867 - 6.83% as partners in None N/A N/ARound Top, Texas, USA Sacks Family, LTD
Common Stock
Michael A. & Jacquelyn R. Sacks USA 164 - .39% (son and daughter-in-law of Common StockRonny G. & Betty Sacks) Round Top, Texas, USA
Wayne & Pearlie Wagner USA 4,537 - 10.80%Round Top, Texas, USA Common Stock
Jason J. Wagner 2013 Trust USA 2,025 - 4.82%Wayne & Pearlie Wagner, Trustees Trustees of the Jason J.Round Top, Texas, USA Wagner 2013 Trust
Common Stock
Amy A. (Wagner) Hooge USA 2,025 - 4.82%2013 Trust Trustees of the Amy A.Wayne & Pearlie Wagner, Trustees (Wagner) Hooge 2013 TrustRound Top, Texas, USA Common Stock
Tina M. (Wagner) Morrow USA 2,025 - 4.82%2013 Trust Trustees of the Tina M.Wayne & Pearlie Wagner, Trustees (Wagner) Morrow 2013 TrustRound Top, Texas, USA Common Stock
Form FR Y-6Round Top Bancshares, Inc.
Fiscal Year Ending December 31, 2017
Report Item 3: Securities Holders(1)(a)(b)(c) and (2)(a)(b)(c)
Current securities holders with ownership, control or holdings of 5% or more Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, controlwith power to vote as of fiscal year ending 12-31-2017 or holdings of 5% or more with power to vote during the fiscal year ending 12-31-2017
(1)(b) (1)(c) (2)(c)(1)(a) Country of Number and Percentage of (2)(a) (2)(b) Number and Percentage ofName Citizenship Each Class of Voting Name Country of Citizenship Each Class of VotingCity, State, Country or Incorporation Securities City, State, Country or Incorporation Securities
Form FR Y-6Round Top Bancshares, Inc.
Fiscal Year Ending December 31, 2017
Jason Wagner USA 805 - 1.92%(son of Wayne & Pearlie Common StockWagner)Round Top, Texas, USA
Dave L. Weishuhn USA 2,100 - 5.00%Ellinger, Texas, USA Common Stock
Scott Eckermann USA 1,990 - 4.74%Brenham, Texas, USA Common Stock Larry Eckermann USA 1,868 - 4.45%(brother of Scott Eckermann) Common StockBurton, Texas, USA
Kori Kelm USA 27 - 0.06%(daughter of Larry Eckermann) Common StockBrenham, Texas, USA
Thomas Ray Rogers USA 2,100 - 5.00%Woodway, Texas, USA Common Stock
Craig C. Brown, II USA 340 - 0.81% Common StockHouston, Texas, USA 131 - 0.31% as Separate
Property
Report Item 3: Securities Holders(1)(a)(b)(c) and (2)(a)(b)(c)
Current securities holders with ownership, control or holdings of 5% or more Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, controlwith power to vote as of fiscal year ending 12-31-2017 or holdings of 5% or more with power to vote during the fiscal year ending 12-31-2017
(1)(b) (1)(c) (2)(c)(1)(a) Country of Number and Percentage of (2)(a) (2)(b) Number and Percentage ofName Citizenship Each Class of Voting Name Country of Citizenship Each Class of VotingCity, State, Country or Incorporation Securities City, State, Country or Incorporation Securities
Form FR Y-6Round Top Bancshares, Inc.
Fiscal Year Ending December 31, 2017
Craig and Galen Brown Foundation USA 1,661 - 3.95%Houston, Texas, USA Common Stock(Member of the Board of Directors-Craig C. Brown, II)
Robin G. Brown USA 25 - 0.06%(brother of Craig C. Brown, II) Common StockHouston, Texas, USA
Calvin Krause USA 1,230 - 2.93%Carmine, Texas, USA Common Stock
Esther Krause USA 675 - 1.61%(mother of Calvin Krause) Common StockRound Top, Texas, USA
Madison Krause, TX UTMA USA 5 - 0.01%Calvin Krause, Custodian Common Stock(daughter of Calvin Krause)Carmine, Texas, USA
Mallory Krause, TX UTMA USA 5 - 0.01%Calvin Krause, Custodian Common Stock(daughter of Calvin Krause)Carmine, Texas, USA
Report Item 3: Securities Holders(1)(a)(b)(c) and (2)(a)(b)(c)
Current securities holders with ownership, control or holdings of 5% or more Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, controlwith power to vote as of fiscal year ending 12-31-2017 or holdings of 5% or more with power to vote during the fiscal year ending 12-31-2017
(1)(b) (1)(c) (2)(c)(1)(a) Country of Number and Percentage of (2)(a) (2)(b) Number and Percentage ofName Citizenship Each Class of Voting Name Country of Citizenship Each Class of VotingCity, State, Country or Incorporation Securities City, State, Country or Incorporation Securities
Form FR Y-6Round Top Bancshares, Inc.
Fiscal Year Ending December 31, 2017
Megan Krause, TX UTMA USA 5 - 0.01%Calvin Krause, Custodian Common Stock(daughter of Calvin Krause)Carmine, Texas, USA
Weldon Krause USA 110 - 0.26%(brother of Calvin Krause) Common StockRound Top, Texas, USA
RBC Capital Markets Corp. USA 70 - 0.17%FBO Calvin Krause, IRA Common Stock(IRA of Calvin Krause)Minneapolis, MN, USA
Report Item 4: Insiders(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c)
(4)(c)List names of othercompanies (includes
(3)(c) partnerships) if 25%Title & Position (4)(b) or more of voting
(2) (3)(b) with Other Percentage of securities are held(1)(a) Principal (3)(a) Title & Position Businesses (4)(a) Voting Shares in (List names ofName Occupation if other Title & Position with Subsidiaries (include names Percentage of Subsidiaries companies and City, State than with Holding with Holding (include names of other Voting Shares in (include names percentage of votingCountry Company Company of subsidiaries) businesses) Holding Company of subsidiaries) securities held)
Ronny Sacks N/A Director & Director & CEO/ N/A 6.83% None N/ARound Top, Texas, USA President Chairman of the Board of Round Top State Bank
#Wayne Wagner N/A Director & Secretary Director, Secretary Round Top 25.26% None Round Top Service*Pearlie Wagner * Joint Owner of (Round Top State Service Station Station - 100%Round Top, Texas, USA Common Stock with Bank) (owner) ownership
Wayne Wagner
Jason Wagner Mail carrier Principal Securities N/A N/A 1.92% None N/A(son of Wayne & Pearlie HolderWagner)Round Top, Texas, USA
Dave L. Weishuhn N/A Director & Vice- Director, President/ N/A 5.00% None N/AEllinger, Texas, USA President CFO (Round Top State Bank)
Branch Neutzler N/A Director Director (Round Top N/A 3.38% None N/AAustin, Texas, USA State Bank) Scott Eckermann N/A Director Director (Round Top N/A 4.74% None N/ABrenham, Texas, USA State Bank) David Kleiber Businessman Director Director (Round Top Kleiber 0.32% None Kleiber TractorLaGrange, Texas, USA State Bank) Tractor & Equipment & Equipment - 75% (owner) ownership
Please note the following:
Form FR Y-6Round Top Bancshares, Inc.
Fiscal Year Ending December 31, 2017
* Technically, Pearlie Wagner is not an officer of Round Top Bancshares, Inc. She is however, the joint owner (controlling vote) of 25.26% of Round Top Bancshares, Inc. voting shares with her husband, Wayne Wagner, who is a director and secretary of the holding company.
# The 25.26% of controlling voting shares of the holding company which are held by Wayne and Pearlie Wagner consist of the two individuals being trustees for three separate trust accounts: Jason J. Wagner 2013 Trust (4.82%), Amy A. (Wagner) Hooge Trust (4.82%), and the Tina M. (Wagner) Morrow Trust (4.82%); as well as 10.80% that is held as joint owners of common stock.