UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
 
20549
SCHEDULE 13G
Under the Securities
 
Exchange Act of
 
1934
(Amendment No. 2)*
The Cato Corporation
(Name of
Issuer)
Class A Common Stock
(Title of Class
 
of Securities)
149205106
(CUSIP Number)
December 31, 2023
(Date of Event
 
Which Requires
 
Filing of this Statement)
Check the appropriate box to designate
 
the rule pursuant to which this Schedule
 
is filed:
☐
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).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of
 
Above Persons (Entities Only)
John P.
 
D. Cato
2
CHECK THE APPROPRIATE
 
BOX IF A MEMBER OF A GROUP (SEE
 
INSTRUCTIONS)
(a)
☐
(b)
☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE
 
OF ORGANIZATION
United States
NUMBER
OF
SHARES
BENEFICIAL
 
LY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
2,963,229 (1)(2)
6
SHARED VOTING POWER
16,011 (2)(3)
7
SOLE DISPOSITIVE POWER
2,963,229
 
(1)(2)
8
SHARED DISPOSITIVE POWER
16,011 (2)(3)
9
AGGREGATE AMOUNT
 
BENEFICIALLY OWNED BY
 
EACH REPORTING PERSON
2,979,240 (1)(2)(3)
10
CHECK IF THE
AGGREGATE
AMOUNT IN ROW (9) EXCLUDES
 
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
11
PERCENT OF CLASS REPRESENTED
 
BY AMOUNT IN ROW 9
14.5% (1)(2)(3)(4)(5)
12
TYPE OF REPORTING PERSON
 
(SEE INSTRUCTIONS)
IN
CUSIP No. 149205106
 
13G
 
Page 3 of 7
(1)
Consists of (i) 1,760,652 shares of Class
 
B Common Stock held of
 
record by John P.D. Cato, (ii)
 
1,148,436 shares
 
of Class A
 
Common Stock
held of record
 
by John P.D. Cato and
 
(iii) 51,141 shares
 
of Class A Common
 
Stock held
 
by John
 
P.D. Cato in
 
the Cato
 
Employee
 
Stock
 
Ownership
Plan.
(2)
Each share of Class B Common stock is convertible at any time into one share of Class A Common Stock at the option of the holder, and upon
the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation of the Issuer.
(3)
Consists of (i) 3,000 shares of Class
 
B Common Stock held of record
 
by the Reporting
 
Person’s wife, Jane
 
G. Cato,
 
and (ii) 13,011
 
shares of
Class A Common
 
Stock held
 
of record by
 
Jane G. Cato.
 
The Reporting
 
Person disclaims
 
beneficial
 
ownership of
 
these shares,
 
and the inclusion
of and reference
 
to such shares
 
in this report
 
is subject
 
in all respects
 
to this disclaimer.
(4)
Based on the quotient obtained by
 
dividing (a) the aggregate number
 
of shares of Class
 
A Common Stock and Class B Common
 
Stock
beneficially owned by the Reporting Person as set
 
forth in Row 9 by (b) the sum
 
of (i) 18,802,742
 
shares of Class
 
A Common Stock
outstanding as of December 31, 2023, as reported
 
by the Issuer to the Reporting
 
Person, and (ii) 1,763,652
 
shares of Class B Common
 
Stock
beneficially
owned by
 
the Reporting Person. The aggregate number of
 
shares of Class B Common Stock
 
beneficially owned by the Reporting
Person as set forth in clauses “(a)”
 
and “(b)” of this footnote are treated as
 
converted into Class
 
A Common Stock only for the purpose
 
of
computing the percentage ownership
 
of the Reporting Person.
(5)
Each share of Class
 
A Common Stock is entitled to one vote
 
and each share of Class B Common
 
Stock is entitled to ten votes. There
 
were
1,763,652 shares of Class B Common
 
Stock outstanding as of December 31, 2023, as reported
 
by the Issuer to the Reporting Person,
 
all of
which were beneficially owned by
 
the Reporting Person as set forth in footnote
 
“(4)” immediately above. The percentage
 
reported does not
reflect the ten for one voting power
 
of the Class B Common Stock because
 
these shares are treated as converted into Class
 
A Common Stock
for the purpose of this report.
 
The 1,763,652 shares of Class B Common Stock and 1,212,588 shares of Class A Common Stock beneficially
owned by Reporting Person represent 51.7% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B
Common Stock as of December 31, 2023.
 
 
 
 
 
 
 
 
 
Item 1(a)
Name
of Issuer
: The Cato Corporation
Item 1(b)
Address of Issuer’s Principal Executive Offices
: 8100 Denmark Road, Charlotte, NC 28275
Item 2(a)
Name of
Person
 
Filing
: John P.D.
 
Cato
Item 2(b)
Address of Principal Business Office or, if none, Residence
:
The address for the principal business
 
office of John P.D. Cato is:
c/o The Cato
 
Corporation
 
.
8100 Denmark Road, Charlotte, NC 28275
Item 2(c)
Citizenship
: John P.D.
 
Cato - United States
Item 2(d)
Title of Class of Securities
: Class A Common Stock, par value
 
$0.033 per share
Item
2(e)
 
CUSIP No.
:
149205106
Item 3
If
 
this
 
statement
 
is
 
filed
 
pursuant
 
to
 
§§240.13d-1(b) or 240.1 3d -2(b) or (c), check whether the person filing is a
:
 
This statement is not filed pursuant
 
to §§240.13d-1(b) or 240.13d-2(b)
 
or (c).
Item 4
Ownership
:
(a) Amount beneficially owned:
2,888,475 (1)(2)(3)
(b) Percent of class:
14.1% (1)(2)(3)(4)(5)
(c) Number of shares as to which
 
the person has:
(i)
Sole power to vote or direct the vote or
 
to direct the vote:
2,963,229 (1)(2)
(ii)
Shared power to vote or to direct
 
the
 
vote:
 
16,011 (2)(3)
(iii)
Sole power to dispose or to direct
 
the disposition of:
2,963,229 (1)(2)
(iv)
Shared power to dispose of or direct
 
the disposition of: 16,011
(2)(3)
CUSIP No. 149205106
 
13G
 
Page 5 of 7
(1)
Consists of (i) 1,760,652 shares of Class
 
B Common Stock held of
 
record by John P.D. Cato, (ii)
 
1,148,436 shares
 
of Class A
 
Common Stock
held of record
 
by John P.D. Cato and
 
(iii) 51,141 shares
 
of Class A Common
 
Stock held
 
by John
 
P.D. Cato in
 
the Cato
 
Employee
 
Stock
 
Ownership
Plan.
(2)
Each share of Class B Common stock is convertible at any time into one share of Class A Common Stock at the option of the holder, and upon
the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation of the Issuer.
(3)
Consists of (i) 3,000 shares of Class
 
B Common Stock held of record
 
by the Reporting
 
Person’s wife, Jane
 
G. Cato, and
 
(ii) 13,011 shares
 
of
Class A Common
 
Stock held
 
of record by
 
Jane G. Cato.
 
The Reporting
 
Person disclaims
 
beneficial
 
ownership of
 
these shares,
 
and the inclusion
of and reference
 
to such shares
 
in this report
 
is subject
 
in all respects
 
to this disclaimer.
(4)
Based on the quotient obtained by
 
dividing (a) the aggregate
 
number of shares of Class
 
A Common Stock and Class B Common
 
Stock
beneficially owned by the Reporting Person as set
 
forth in Row 9 by (b) the sum
 
of (i) 18,802,742
 
shares of Class
 
A Common Stock
outstanding as of December 31, 2023, as reported
 
by the Issuer to the Reporting
 
Person, and (ii) 1,763,652
 
shares of Class B Common
 
Stock
beneficially
owned by
 
the Reporting Person. The aggregate number of
 
shares of Class B Common Stock
 
beneficially owned by the Reporting
Person as set forth in clauses “(a)”
 
and “(b)” of this footnote are treated as
 
converted into Class
 
A Common Stock only for the purpose
 
of
computing the percentage ownership
 
of the Reporting Person.
(5)
Each share of Class
 
A Common Stock is entitled to one vote
 
and each share of Class B Common
 
Stock is entitled to ten votes. There
 
were
1,763,652 shares of Class B Common
 
Stock outstanding as of December 31, 2023, as reported
 
by the Issuer to the Reporting Person,
 
all of
which were beneficially owned by
 
the Reporting Person as set forth in footnote
 
“(4)” immediately above. The percentage
 
reported does not
reflect the ten for one voting power
 
of the Class B Common Stock because
 
these shares are treated as converted into Class
 
A Common Stock
for the purpose of this report.
 
The 1,763,652 shares of Class B Common Stock and 1,212,588 shares of Class A Common Stock beneficially
owned by Reporting Person represent 51.7% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B
Common Stock as of December 31, 2023.
 
 
 
 
 
 
 
CUSIP No. 30303M 102
 
13G
 
Page 6 of 7
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.
Item 10
Certifications
: Not applicable.
CUSIP No. 30303M 102
 
13G
 
Page 7 of 7
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.
Dated: February 14, 2024
John P. D. Cato
/s/ John P. D. Cato
Name:
 
John P.
 
D. Cato
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