SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Amendment No. |1|
Peoples Bancorp Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
709789101
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] 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. 709789101 13G/A Page 2 of 6 Pages
________________________________________________________________________________
1. NAMES OF REPORTING PERSONS
Private Management Group, Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
________________________________________________________________________________
5. SOLE VOTING POWER
554,255 shares
NUMBER OF _________________________________________________________________
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH n/a
REPORTING _________________________________________________________________
PERSON WITH 7. SOLE DISPOSITIVE POWER
554,255 shares
_________________________________________________________________
8. SHARED DISPOSITIVE POWER
n/a
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
554,255 shares
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.05%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON
IA
________________________________________________________________________________
Item 1(a) Name of Issuer:
Peoples Bancorp Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
138 Putnam Street
PO Box 738
Marietta, OH 45750
Item 2(a) Name of Person Filing:
Private Management Group, Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
15635 Alton Parkway, Suite 400
Irvine, CA 92618
Item 2(c) Citizenship:
The Adviser is a corporation organized under the laws of the State of CA
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
709789101
Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act (15
U.S.C.78o);
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.78c);
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C.78c);
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C.8a-8);
(e) [X] An Investment Adviser in accordance with Section 240. 13d-1(b)(1)
(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Section 240. 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Section 240. 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] 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);
(j) [_] A non-U.S. institution in accordance with
Section 240. 13d-1(b)(1)(ii)(J).
(k) [_] Group, in accordance with Section 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:____________________________.
Item 4. Ownership.
(a) Amount beneficially owned:
554,255 shares shares
(b) Percent of class:
3.05%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
554,255 shares
(ii) Shared power to vote or to direct the vote
n/a
(iii) Sole power to dispose or to direct the disposition of
554,255 shares
(iv) Shared power to dispose or to direct the disposition of
n/a
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 [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various separately managed accounts for whom the reporting person acts as
investment advisor have the right to receive dividends from, and the
proceeds of the sale of, the shares reported by the reporting person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
n/a
Item 8. Identification and Classification of Members of the Group.
n/a
Item 9. Notice of Dissolution of Group.
n/a
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 and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired and are not
held in connection with or as a participant in any transaction having such
purpose or effect, other than activities solely in connection with a
nomination under 240.14a-11.
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.
January 31, 2017
-----------------------------
(Date)
/s/ Robert T. Summers, CFA
-----------------------------
(Signature)
Robert T. Summers, CFA
Chief Financial Officer
Private Management Group, Inc.
-----------------------------
(Name/Title)
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).