2014-00190. Change in Bank Control Notices; Acquisitions of Shares of a Bank or Bank Holding Company

The notificants listed below have applied under the Change in Bank Control Act (12 U.S.C. 1817(j)) and § 225.41 of the Board's Regulation Y (12 CFR 225.41) to acquire shares of a bank or bank holding company. The factors that are considered in acting on the notices are set forth in paragraph 7 of the Act (12 U.S.C. 1817(j)(7)).

The notices are available for immediate inspection at the Federal Reserve Bank indicated. The notices also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing to the Reserve Bank indicated for that notice or to the offices of the Board of Governors. Comments must be received not later than January 24, 2014.

A. Federal Reserve Bank of Atlanta (Chapelle Davis, Assistant Vice President) 1000 Peachtree Street NE., Atlanta, Georgia 30309:

1. John McLanahan, Jr., Athens, Georgia; The McLanahan Children's Irrevocable Trust, Athens, Georgia; Margaret Staton, Atlanta, Georgia; Clarence McLanahan, II, Athens, Georgia; Dorothy Farley, Atlanta, Georgia; John McLanahan, III, Athens, Georgia; and Barrett McLanahan, Athens, Georgia; to acquire voting shares of First American Bancorp, and thereby indirectly acquire voting shares of First American Bank and Trust Company, both in Athens, Georgia.

B. Federal Reserve Bank of Minneapolis (Jacqueline G. King, Community Affairs Officer) 90 Hennepin Avenue, Minneapolis, Minnesota 55480-0291:

1. Mary Kathryn Fleming, Shorewood, Wisconsin; to acquire voting shares of Headwaters Bancorp, Inc., and thereby indirectly acquire voting shares of Headwaters State Bank, both in Land O' Lakes, Wisconsin.

In addition, Jerry L. Olk, individually and as trustee, Jerry L. Olk Revocable Trust, both of Land O'Lakes, Wisconsin; Thomas L. Olk, and Elise E. Olk, both individually and as trustees, Thomas L. & Elise E. Olk Revocable Trust, all of Stevens Point, Wisconsin; Susan Joanne Olk, individually and as trustee, Susan Joanne Olk Revocable Trust, both of San Francisco, California; R. Joseph Olk Irrevocable Trust, James Fogle, trustee; Hillary Olk Dutcher, all of St. Louis, Missouri; Nathaniel Wood Olk, Chesterfield, Missouri; and Molly Wellborn Olk, Boulder, Colorado; to acquire or retain shares of Headwaters Bancorp., Inc., Land O' Lakes, Wisconsin, and thereby become or remain members of the Olk Family Control Group, which controls 25 percent or more of the shares of Headwaters Bancorp., Inc., Land O' Lakes, Wisconsin.

Board of Governors of the Federal Reserve System, January 6, 2014.

Michael J. Lewandowski,

Associate Secretary of the Board.