UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 27)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13(D)-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13D-2(A)
SINCLAIR
BROADCAST GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
829226-10-9
(CUSIP Number)
J. Duncan
Smith
c/o Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500
with copies to:
Jeffrey
B. Grill
Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth Street NW
Washington, D.C. 20036-3006
(202) 663-9201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 27, 2023
(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 Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
(Continued on following pages)
CUSIP No.
829226-10-9
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1 |
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NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) DAVID D.
SMITH |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (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) OO |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION UNITED
STATES |
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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
0 |
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8 |
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SHARED VOTING POWER
26,273,739 |
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9 |
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SOLE DISPOSITIVE POWER
9,963,049 |
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10 |
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SHARED DISPOSITIVE POWER
0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,273,739 |
12 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☒ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 38.3% (1) (2) |
14 |
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TYPE OF REPORTING PERSON
(See Instructions) IN |
(1) |
The percentage of Class A Common Stock the reporting persons as a group would have if they all converted
their shares of Class B Common Stock into Class A Common Stock. |
(2) |
Based on 45,259,006 shares of Class A Common Stock and 23,775,056 shares of Class B Common Stock
outstanding as of March 27, 2023, as adjusted for the Groups transactions in Class A Common Stock and Class B Common Stock prior to March 27, 2023 and reported in this Amendment No. 27. |
CUSIP No.
829226-10-9
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1 |
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NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) FREDERICK G.
SMITH |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (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) OO |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION UNITED
STATES |
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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
0 |
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8 |
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SHARED VOTING POWER
26,273,739 |
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9 |
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SOLE DISPOSITIVE POWER
3,501,738 |
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10 |
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SHARED DISPOSITIVE POWER
0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,273,739 |
12 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☒ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 38.3% (1) (2) |
14 |
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TYPE OF REPORTING PERSON
(See Instructions) IN |
(1) |
The percentage of Class A Common Stock the reporting persons as a group would have if they all converted
their shares of Class B Common Stock into Class A Common Stock. |
(2) |
Based on 45,259,006 shares of Class A Common Stock and 23,775,056 shares of Class B Common Stock
outstanding as of March 27, 2023, as adjusted for the Groups transactions in Class A Common Stock and Class B Common Stock prior to March 27, 2023 and reported in this Amendment No. 27. |
CUSIP No.
829226-10-9
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1 |
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NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) J. DUNCAN
SMITH |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (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) OO |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION UNITED
STATES |
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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
0 |
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8 |
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SHARED VOTING POWER
26,273,739 |
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9 |
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SOLE DISPOSITIVE POWER
6,576,740 |
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10 |
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SHARED DISPOSITIVE POWER
0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,273,739 |
12 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☒ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 38.3% (1) (2) |
14 |
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TYPE OF REPORTING PERSON
(See Instructions) IN |
(1) |
The percentage of Class A Common Stock the reporting persons as a group would have if they all converted
their shares of Class B Common Stock into Class A Common Stock. |
(2) |
Based on 45,259,006 shares of Class A Common Stock and 23,775,056 shares of Class B Common Stock
outstanding as of March 27, 2023, as adjusted for the Groups transactions in Class A Common Stock and Class B Common Stock prior to March 27, 2023 and reported in this Amendment No. 27. |
CUSIP No.
829226-10-9
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1 |
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NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) ROBERT E.
SMITH |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (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) OO |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION UNITED
STATES |
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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
0 |
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8 |
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SHARED VOTING POWER
26,273,739 |
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9 |
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SOLE DISPOSITIVE POWER
6,232,212 |
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10 |
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SHARED DISPOSITIVE POWER
0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,273,739 |
12 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☒ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 38.3% (1) (2) |
14 |
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TYPE OF REPORTING PERSON
(See Instructions) IN |
(1) |
The percentage of Class A Common Stock the reporting persons as a group would have if they all converted
their shares of Class B Common Stock into Class A Common Stock. |
(2) |
Based on 45,259,006 shares of Class A Common Stock and 23,775,056 shares of Class B Common Stock
outstanding as of March 27, 2023, as adjusted for the Groups transactions in Class A Common Stock and Class B Common Stock prior to March 27, 2023 and reported in this Amendment No. 27. |
This Amendment No. 27 (Amendment No. 27) amends the Schedule 13D
initially filed on July 24, 1996 (together, with all amendments thereto, the Schedule 13D) and is filed to report changes in the beneficial ownership of shares by David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E.
Smith, each of whom is a member of the Group, as defined in the Schedule 13D.
Item 4. |
Purpose of Transaction. |
Item 4 of this Schedule 13D is amended by adding the following:
The Group is filing this Amendment No. 27 to report an increase in the percentage of shares beneficially owned by the Group due to share
repurchases by the Issuer.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
(a - b) The following table sets forth the aggregate number and percentage of shares of Class A Common Stock and Class B Common Stock
owned individually by each member of the Group as of March 27, 2023. Holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time and therefore, each share of
Class B Common Stock represents beneficial ownership of one share of Class A Common Stock. Except as noted, each person has sole power to vote or direct the vote and to dispose or direct the disposition of all of the shares set forth below
and no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. By virtue of the Stockholders Agreement dated April 2, 2015, by and among
David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith (the Stockholders Agreement), each member of the Group is required to vote all of his Class A Common Stock and Class B Common Stock in favor of the
other members of the Group to cause their election as directors. Each member may be deemed to beneficially own the shares of Common Stock individually owned by the other members. Nevertheless, each member of the group disclaims beneficial ownership
of the shares owned by the other members of the group.
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Shares of Class B Common Stock Beneficially Owned |
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Shares of Class A Common Stock Beneficially Owned |
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Percent of
Total Voting |
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Percent of
Total Voting |
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Name |
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Number |
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Percent (1) |
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Number |
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Percent (2) |
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Power (1) (3) |
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Power (1) (4) |
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David D. Smith |
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6,911,072 |
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29.1 |
% |
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9,963,049 |
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(5 |
) |
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18.8 |
% |
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25.4 |
% |
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4.5 |
% |
Frederick G. Smith |
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3,000,000 |
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12.6 |
% |
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3,501,738 |
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(6 |
) |
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7.3 |
% |
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10.8 |
% |
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1.4 |
% |
J. Duncan Smith |
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6,538,740 |
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27.5 |
% |
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6,576,740 |
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(7 |
) |
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12.7 |
% |
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23.1 |
% |
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2.9 |
% |
Robert E. Smith |
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6,180,104 |
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26.0 |
% |
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6,232,212 |
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(8 |
) |
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12.1 |
% |
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21.9 |
% |
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2.7 |
% |
Reporting Persons as a Group (4 persons) |
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22,629,916 |
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95.2 |
% |
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26,273,739 |
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38.3 |
% |
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81.0 |
% |
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32.8 |
% |
(1) |
Based on 45,259,006 shares of Class A Common Stock and 23,775,056 shares of Class B Common Stock
outstanding as of March 27, 2023, as adjusted for the Groups transactions in Class A Common Stock and Class B Common Stock prior to March 27, 2023 and reported in this Amendment No. 27. |
(2) |
The first four rows of this column set forth the percentage of Class A Common Stock each reporting person
would beneficially own if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not. The last row in this column shows the percentage of Class A Common Stock the reporting persons
as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock. |
(3) |
Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common
Stock are entitled to ten votes per share except for votes relating to going private and certain other transactions. Holders of both classes of Common Stock will vote together as a single class on all matters presented for a vote, except
as otherwise may be required by Maryland law, and holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time. This column sets forth the voting power each reporting person
has on the matters on which shares of Class B Common Stock have ten votes per share, and the voting power the reporting persons as a group have on such matters. |
(4) |
The first four rows of this column set forth the voting power each reporting person would have on matters on
which the shares of Class B Common Stock have ten votes per share if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not. The last row in this column shows the voting power
the reporting persons as a group would have if they all converted their shares of Class B Common Stock into shares of Class A Common Stock. |
(5) |
Includes 6,911,072 shares of Class B Common Stock beneficially owned, each of which is convertible into
one share of Class A Common Stock, including 6,000,000 shares of Class B Common Stock held in several irrevocable trusts established by David D. Smith for the benefit of family members; 338,400 shares of Class A Common Stock held in
irrevocable trusts established by David D. Smith; 803,178 shares of Class A Common Stock held in trust for the David D. Smith Family Foundation; 162,553 shares of Class A Common Stock in a limited liability company controlled by David D.
Smith; 607,154 shares of Class A Common Stock; 15,717 shares of Class A Common Stock held in the 401(k) Plan; 381,242 shares of restricted Class A Common Stock; and shares of Class A Common Stock related to 743,733 outstanding
and exercisable SARs with exercise prices ranging from $15.97 to $27.48 per share. The number of shares of Class A Common Stock that would be issued upon exercise of the SARs is determined by dividing the amount from the difference between the
aggregate market value of the shares underlying the SARs and the aggregate exercise price of the SARs by the market share price on the date of exercise. There would have been no shares of Class A Common Stock issued, assuming that all of the
vested, in-the-money, outstanding and exercisable SARs were exercised on March 27, 2023, based on the closing value of a share of Class A Common Stock on
March 27, 2023 of $15.33 and the underlying exercise prices of the vested, in-the-money SARs. |
(6) |
Includes 3,000,000 shares of Class B Common Stock beneficially owned, each of which is convertible into
one share of Class A Common Stock; 300,000 shares of Class A Common Stock held in irrevocable trusts established by Frederick Smith for the benefit of family members; 189,000 shares of Class A Common Stock; and 12,738 shares of
Class A Common Stock held in the 401(k) Plan. |
(7) |
Includes 6,538,740 shares of Class B Common Stock beneficially owned, each of which is convertible into
one share of Class A Common Stock, including 1,232,054 shares of Class B Common Stock held in irrevocable trusts established by J. Duncan Smith for the benefit of family members; 22,580 shares of Class A Common Stock held in custodial
accounts established by J. Duncan Smith for the benefit of family members, of which he is the custodian; 185 shares of Class A Common Stock; and 15,235 shares of Class A Common Stock held in the 401(k) Plan. |
(8) |
Includes 6,180,104 shares of Class B Common Stock beneficially owned, each of which is convertible into
one share of Class A Common Stock, including 121,750 shares of Class B Common Stock held in a trust established by Robert E. Smith for the benefit of family members; 47,270 shares of Class A Common Stock; 4,000 shares of Class A
Common Stock in a jointly held account with immediate family members; and 838 shares of Class A Common Stock held in the 401(k) Plan. |
(c) The following table sets forth information regarding transactions in shares by each
member of the Group in the past 60 days, although none of these transactions resulted in a change in beneficial ownership.
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Date |
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Type of Transaction |
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Description |
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Number of Shares |
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Transactions by David D. Smith: |
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2/27/2023 |
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Acquisition |
|
Purchase of Class B Common Stock from trusts |
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6,000,000 |
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2/27/2023 |
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Disposition |
|
Gift of Class B Common Stock to trusts |
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6,000,000 |
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3/2/2023 |
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Acquisition |
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Grant of restricted Class A Common Stock |
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134,221 |
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3/2/2023 |
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Disposition |
|
Payment of tax liability upon vesting of restricted Class A Common Stock using portion of Class A Common Stock |
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64,830 at $ 15.97 |
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3/2/2023 |
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Acquisition |
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Grant of vested Stock Appreciation Rights |
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413,337 |
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Transactions by Frederick G. Smith: |
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2/24/2023 |
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Acquisition |
|
Purchase of Class A Common Stock from trusts |
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300,000 |
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2/27/2023 |
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Disposition |
|
Gift of Class A Common Stock to trusts |
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300,000 |
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Transactions by J. Duncan Smith: |
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2/23/2023 |
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Acquisition |
|
Purchase of Class B Common Stock from trusts |
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1,094,900 |
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2/23/2023 |
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Disposition |
|
Gift of Class B Common Stock to trusts |
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1,094,900 |
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Transactions by Robert E. Smith: |
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2/23/2023 |
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Acquisition |
|
Distribution of Class B Common Stock from trusts |
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9,750 |
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(d) Not applicable.
(e) Not applicable.
Item 7. |
Material to be Filed as Exhibits. |
(1) Joint Filing Agreement.
(2)
Stockholders Agreement dated April 2, 2015 by and among David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (Incorporated by reference from the Issuers Current Report on Form
8-K filed on April 6, 2015).
[SIGNATURES APPEAR ON FOLLOWING PAGE]
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, the undersigned certify that the information
set forth in this amendment is true, complete and correct.
Dated: March 30, 2023
|
/s/ David D. Smith |
David D. Smith |
|
/s/ Frederick G. Smith |
Frederick G. Smith |
|
/s/ J. Duncan Smith |
J. Duncan Smith |
|
/s/ Robert E. Smith |
Robert E. Smith |
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