schedule13g.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
Approval
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OMB
Number: 3235-0145
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Expires: February
28, 2010
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Estimated
average burden
hours
per response...10.4
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 2)*
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Peoples
Bancorp Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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709789101
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(CUSIP
Number)
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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).
SEC 1745
(292)
CUSIP No.
709789 10
1 13G
1. NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Peoples Bank, National
Association 31-1278433
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a)
___
(b) ___
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Ohio
NUMBER
OF 5. SOLE
VOTING POWER
SHARES
BENEFICIALLY 297,119
Shares*
OWNED
BY
EACH
REPORTING 6. SHARED
VOTING POWER
PERSON
WITH
697,444
Shares*
7. SOLE
DISPOSITIVE POWER
171,016 Shares*
8. SHARED DISPOSITIVE
POWER
823,547
Shares*
*The
reporting person, and the officers and directors
of the
reporting person, disclaim beneficial ownership
all of these
shares.
9. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
994,563
10. CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 – 9.5%
12. TYPE
OF REPORTING PERSON*
BK
*SEE
INSTRUCTIONS
Item
1(a). Name of
Issuer.
Peoples Bancorp
Inc.
Item 1
(b). Address of Issuer's
Principal Executive Offices.
P.O. Box 738
Marietta,
Ohio 45750
Item
2(a). Name of Person
Filing.
Peoples Bank, National
Association
Item
2(b). Address of Principal
Business Office or, if none, Residence.
P.O. Box 738
Marietta,
Ohio 45750
Item
2(c). Citizenship.
USA
Item
2(d). Title of Class of
Securities.
Common Stock
Item
2(e). CUSIP
Number.
709789 10 1
Item 3.
The
reporting person is a bank as defined in section 3(a) (6) of the Act (15 U.S.C.
78c).
Item
4. Ownership.
(a) Amount
beneficially owned: 994,563
(b) Percent
of Class: 9.5%
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
297,119
(ii) Shared
power to vote or to direct the vote:
697,444
(iii) Sole
power to dispose or to direct the
disposition
of:
171,016
(iv) Shared
power to dispose or to direct the
disposition
of:
823,547
(1) The
reporting person, and the officers and directors
of
the reporting person, disclaim beneficial ownership
of
these shares.
(2) Based
upon a total of 10,425,791 issued and outstanding
shares.
Item
5. Ownership of 5% or Less of a
Class.
Not Applicable.
Item
6. Ownership of More than 5% on
Behalf of Another Person.
Certain of the trusts in which shares
of the issuer are invested and for which the reporting person is Trustee provide
for the grantor and/or beneficiaries to share in the direction of the dividends
and proceeds from the sale of issuer securities. No individual trust holds more
than 5% of the total issued and outstanding shares of the
issuer.
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.
Not Applicable.
Item
9. Notice of Dissolution of
Group.
Not Applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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 in connection with or as a
participant in any transaction having that purpose or effect.
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.
The Peoples Bank, National
Association
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By:/s/
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DAVID
T. WESEL |
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Print
Name:
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David
T. Wesel
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Its:
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Executive
Vice President & President, Peoples Financial Advisors
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Dated: As
of February 6, 2009