|
|
|
|
|
|
(c)
Number of Shares as to which the person has:
|
|
Name
|
|
(a)
Amount
Beneficially
Owned
|
|
(b)
Percent
of Class*
|
|
Sole Power to
Vote or to
Direct the
Vote
|
|
Shared Power
to Vote or to
Direct the Vote
|
|
Sole Power to
Dispose or to
Direct the
Disposition of
|
|
Shared Power
to Dispose or
to Direct the
Disposition of
|
|
Philip R. Hagerman(1)
|
|
19,917,570
|
(2)
|
27.0
|
%
|
9,804,544
|
(3)
|
10,113,026
|
(4)
|
9,804,544
|
(3)
|
10,113,026
|
(4)
|
2007 Hagerman Family GST Trust(1)
|
|
3,891,609
|
|
5.3
|
%
|
0
|
|
3,891,609
|
|
0
|
|
3,891,609
|
|
JH GST Trust(1)
|
|
4,450,091
|
|
6.0
|
%
|
0
|
|
4,450,091
|
|
0
|
|
4,450,091
|
|
Jocelyn Hagerman(1)
|
|
8,588,694
|
|
11.6
|
%
|
3,798,411
|
(5)
|
4,790,283
|
(6)
|
3,798,411
|
(5)
|
4,790,283
|
(6)
|
(1)
By reason of the provisions of Rule 13d-3 of the Act, Mr. and Mrs. Hagerman may be deemed to beneficially own the shares beneficially owned by the trusts for which they serve as trustee. Both Mr. and Mrs. Hagerman disclaim beneficial ownership of the securities owned by the trusts except to their pecuniary interest therein.
(2)
Represents the following: 1,499,756 shares of Common Stock held by the Philip R. Hagerman Revocable Trust, 3,891,609 shares of Common Stock held by the 2007 Hagerman Family GST Trust, 4,450,091 shares of Common Stock held by the JH GST Trust, 1,550,876 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Thomas R. Hagerman, 1,550,876 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Taylor G. Hagerman, 1,371,292 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Jennifer K. Hagerman, 1,215,293 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Megan Lineberger, 313,337 shares of Common Stock held by the 2014 Irrevocable Exempt Trust for Thomas R. Hagerman, 313,337 shares of Common Stock held by the 2014 Irrevocable Exempt Trust for Taylor G. Hagerman, 313,337 shares of Common Stock held by the 2014 Irrevocable Exempt Trust for Jennifer K. Hagerman, 313,337 shares of Common Stock held by the 2014 Irrevocable Exempt Trust for Megan Lineberger, 301,212 shares of Common Stock held by the Philip R. Hagerman Living Trust, 696,659 shares of Common Stock held by the Jocelyn Hagerman Living Trust, 263,500 shares of Common Stock held by the JH Marital Trust, 272,000 shares of Common Stock held by the PH Marital Trust, 394,910 shares of Common Stock held by the Irrevocable Trust for Thomas Hagerman, 394,910 shares of Common Stock held by the Irrevocable Trust for Taylor Hagerman, 367,256 shares of Common Stock held by the Irrevocable Non-Exempt Trust for Taylor Hagerman, and 367,256 shares of Common Stock held by the Irrevocable Non-Exempt Trust for Taylor Hagerman. Mr. Hagerman disclaims beneficial ownership of these shares and this report shall not be deemed as an admission of beneficial ownership of the reported securities. Also includes an option to purchase 76,726 shares of common stock at an exercise price of $39.26 per share.
(3)
Represents the following owned by trusts for which Mr. Hagerman is the sole trustee: 1,499,756 shares of Common Stock held by the Philip R. Hagerman Revocable Trust, 4,450,091 shares of Common Stock held by the JH GST Trust, 1,371,292 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Jennifer K. Hagerman, 1,215,293 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Megan Lineberger, 313,337 shares of Common Stock held by the 2014 Irrevocable Exempt Trust for Jennifer K. Hagerman, 313,337 shares of Common Stock held by the 2014 Irrevocable Exempt Trust for Megan Lineberger, 301,212 shares of Common Stock held by the Philip R. Hagerman Living Trust, and 263,500 shares of Common Stock held by the JH Marital Trust. Also includes an option to purchase 76,726 shares of common stock at an exercise price of $39.26 per share.
(4)
Includes the following owned by trusts for the benefit of Mr. Hagermans minor children: 394,910 shares of Common Stock held by the Irrevocable Trust for Thomas Hagerman, 394,910 shares of Common Stock held by the Irrevocable Trust for Taylor Hagerman, 367,256 shares of Common Stock held by the Irrevocable Non-Exempt Trust for Taylor Hagerman, and 367,256 shares of Common Stock held by the Irrevocable Non-Exempt Trust for Taylor Hagerman.
(5)
Represents the following owned by trusts for which Mrs. Hagerman is the sole trustee: 1,550,876 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Thomas R. Hagerman, 1,550,876 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Taylor G. Hagerman, and 696,659 shares of Common stock held by the Jocelyn Hagerman Living Trust.
(6)
Represents the following owned by trusts for which Mrs. Hagerman is a co-trustee: 3,891,609 shares of Common Stock held by the 2007 Hagerman Family GST Trust, 313,337 shares of Common Stock held by the 2014 Irrevocable Exempt Trust for Thomas Hagerman, 313,337 shares of Common Stock held by the 2014 Irrevocable Exempt Trust for Taylor Hagerman, and 272,000 shares of Common Stock held by the PH Marital Trust. Amy Glenn serves as co-trustee of the 2007 Hagerman Family GST Trust, the 2014 Irrevocable Exempt Trust for Thomas Hagerman, the 2014 Irrevocable Exempt Trust for Taylor Hagerman and the PH Marital Trust. Ms. Glenn disclaims beneficial ownership of the securities owned by the trusts.
* As of December 31, 2017 (based on 73,871,424 shares of the Issuers Common Stock outstanding as reported by the Issuer to the Reporting Persons).
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not applicable.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
|
7