UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
TREDEGAR
CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of
class of securities)
894650 100
(CUSIP NUMBER)
John D.
Gottwald
William M. Gottwald
James T. Gottwald
Floyd
D. Gottwald, Jr. Living Trust
c/o John D. Gottwald
Westham Partners
9030
Stony Point Parkway, Suite 505
Richmond, Virginia 23235
Telephone No. 804-560-6961
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
William I.
Sanderson, Esq.
John B. Cornelius, Esq.
McGuireWoods LLP
800
East Canal Street
Richmond, Virginia 23219
Telephone No. 804-775-1000
May 4, 2022
(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 §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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CUSIP NO. 894650 100 |
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13D |
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Page
2
of 9 |
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1 |
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NAMES OF REPORTING PERSON
John D. Gottwald |
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
PF and OO |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
USA |
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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
1,908,355 |
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8 |
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SHARED VOTING POWER
4,497,531 |
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9 |
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SOLE DISPOSITIVE POWER
1,908,355 |
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10 |
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SHARED DISPOSITIVE POWER
4,497,531 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,405,886 |
12 |
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CHECK BOX, 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) 18.9%(1) |
14 |
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TYPE OF REPORTING
PERSON IN |
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CUSIP NO. 894650 100 |
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13D |
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Page
3
of 9 |
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1 |
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NAMES OF REPORTING PERSON
William M. Gottwald |
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*
PF and OO |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
USA |
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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
68,051 |
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8 |
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SHARED VOTING POWER
4,379,047 |
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9 |
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SOLE DISPOSITIVE POWER
68,051 |
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10 |
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SHARED DISPOSITIVE POWER
4,379,047 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,447,098 |
12 |
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CHECK BOX, 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) 13.1%(1) |
14 |
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TYPE OF REPORTING
PERSON IN |
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CUSIP NO. 894650 100 |
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13D |
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Page
4
of 9 |
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1 |
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NAMES OF REPORTING PERSON
James T. Gottwald |
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*
PF and OO |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
USA |
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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
40,000 |
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8 |
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SHARED VOTING POWER
4,437,278 |
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9 |
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SOLE DISPOSITIVE POWER
40,000 |
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10 |
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SHARED DISPOSITIVE POWER
4,437,278 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,477,278 |
12 |
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CHECK BOX, 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) 13.2%(1) |
14 |
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TYPE OF REPORTING
PERSON IN |
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CUSIP NO. 894650 100 |
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13D |
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Page
5
of 9 |
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1 |
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NAMES OF REPORTING PERSON
Floyd D. Gottwald, Jr. Living Trust |
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
OO |
5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
USA |
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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
1,794,869 |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
1,794,869 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,794,869 |
12 |
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CHECK BOX, 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) 5.3%(1) |
14 |
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TYPE OF REPORTING
PERSON OO |
* |
Amendment No. 12 amends and supplements Amendment Nos. 1 through 11 to the statement on Schedule 13D
initially filed on August 15, 1989 with respect to shares of common stock (the Common Stock) of Tredegar Corporation (the Issuer), and serves as the initial Schedule 13D filing for Reporting Persons James T. Gottwald and
the Floyd D. Gottwald, Jr. Living Trust. The purpose for the filing of this Amendment No. 12 is to dissolve the group formed pursuant to Amendment No. 8 to the statement on Schedule 13D, to update the percentage of the Common Stock
beneficially owned by John D. Gottwald and William Gottwald and their immediate families, and to update the Reported Parties to include James T. Gottwald and the Floyd D. Gottwald, Jr. Living Trust, the latter of which received the Common Stock
owned by the late Floyd D. Gottwald, Jr. |
1 |
In computing the percentage ownership, each of the Reporting Persons assumed that there are 33,853,082 shares
of common stock outstanding, as reported by Tredegar Corporation in its Quarterly Report on Form 10-Q for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on
May 9, 2022. |
Item 1. Security and Issuer.
This statement relates to the Common Stock of the Issuer, a Virginia corporation having its principal executive offices at 1100 Boulders
Parkway, Richmond, Virginia 23225.
Item 2. Identity and Background.
Item 2 is hereby amended by adding the following:
James T. Gottwald
(a)-(c)
The business address of James T. Gottwald is 3600 River Road West, Goochland, VA 23063. The present principal occupation/employment of James T. Gottwald is retired.
(d)-(e) During the last five years, James T. Gottwald has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
James T. Gottwald is a citizen of the United States of America.
Floyd D. Gottwald, Jr. Living Trust
(a)-(b) The business address of the Floyd D. Gottwald, Jr. Living trust is 330 South 4th Street, Richmond, VA 23219.
(d)-(e) During the last five years, the Floyd D. Gottwald, Jr. Living Trust has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Since the filing of Amendment No. 11, John D. Gottwald and William M. Gottwald have acquired shares pursuant to quarterly awards under the
Issuers director compensation program, and John D. Gottwald further acquired an aggregate 5,790 shares in open-market purchases that occurred on May 22, 2014, May 23, 2014, and June 6, 2014. The Floyd D. Gottwald, Jr. Living
Trust received 1,794,869 shares of Common Stock on May 4, 2022, with such shares transferred from the brokerage accounts of the late Floyd D. Gottwald, Jr., pursuant to the terms such accounts following the death of Floyd D. Gottwald, Jr.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding the following: The information set forth in Items 3 and 6 of this Amendment No. 12 to the statement on
Schedule 13D is incorporated by reference in its entirety into this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) |
Amount Beneficially Owned: 6,650,771 shares2
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Percentage of Class Owned: 19.6%
(b) |
Number of shares as to which such persons have: |
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(i) |
sole power to vote or to direct the vote 2,016,406 |
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(ii) |
shared power to vote or to direct the vote 4,634,365 |
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(iii) |
sole power to dispose of or to direct the disposition of 2,016,406 |
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(iv) |
shared power to dispose of or to direct the disposition of 4,634,365 |
(c) |
John D. Gottwald received 2,485 shares of Common Stock on April 1, 2022, pursuant to the Issuers
director compensation program. William M. Gottwald received 1,826 shares of Common Stock on April 1, 2022, pursuant to Issuers director compensation program. On May 4, 2022, the Floyd D. Gottwald, Jr. Living Trust received 1,794,869
shares of the Issuers Common Stock, with such shares transferred from the brokerage accounts of the late Floyd D. Gottwald, Jr., pursuant to the terms such accounts relating to the death of Floyd D. Gottwald, Jr. There have been no
transactions by James T. Gottwald in the past 60 days involving shares of the Issuers Common Stock. |
(d) |
Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the 4,634,365 of the shares described in Items 5(b)(ii) and (iv). However, none of any such persons individual interest relates to more than five percent of the class of securities for which this Form is filed.
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2 |
This does not include any shares held by the adult children of John D. Gottwald, William M. Gottwald and James
T. Gottwald who do not live with their fathers, which shares aggregate less than 1%. The filing of this statement shall not be construed as an admission that, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
James T. Gottwald, John D. Gottwald and William M. Gottwald are the beneficial owners of the shares described in Items 5(b)(ii) and (iv). See Item 5(d). |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
John D. Gottwald, William M. Gottwald and James T. Gottwald are brothers, and all three serve as trustees to the Floyd D.
Gottwald, Jr. Living Trust. This form is being filed because the Reporting Parties could be deemed to be a group for purposes of Schedule 13D even though there is no agreement between them with respect to the acquisition, retention, disposition or
voting of shares of the Issuers Common Stock.
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) between John D. Gottwald, William M. Gottwald and James T. Gottwald and any other person with respect to securities of the Issuer.
Item
7. Material to be Filed as Exhibits
1. |
Agreement between John D. Gottwald, William M. Gottwald, James T. Gottwald and the Floyd D. Gottwald, Jr.
Living Trust with respect to the filing of this Amendment No. 12 to the statement to Schedule 13D. |
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.
Dated: May 16, 2022
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/s/ John D. Gottwald |
John D. Gottwald |
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/s/ William M. Gottwald |
William M. Gottwald |
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/s/ James T. Gottwald |
James T. Gottwald |
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Floyd D. Gottwald, Jr. Living Trust
/s/ James T. Gottwald, as trustee |
By: James T. Gottwald, as trustee |
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