|
|
|
|
|
|
|
(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)
|
|
17,326,715
|
(2)
|
22.8
|
|
8,192,820
|
(3)
|
9,133,895
|
(4)
|
8,192,820
|
(3)
|
9,133,895
|
(4)
|
|
2007 Hagerman Family GST Trust(1)
|
|
3,391,609
|
|
4.5
|
%
|
0
|
|
3,391,609
|
|
0
|
|
3,391,609
|
|
|
JH GST Trust(1)
|
|
3,600,091
|
|
4.7
|
%
|
0
|
|
3,600,091
|
|
0
|
|
3,600,091
|
|
|
Jocelyn Hagerman(1)
|
|
7,609,563
|
|
10.0
|
%
|
367,528
|
(5)
|
7,242,035
|
(6)
|
367,528
|
(5)
|
7,242,035
|
(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: 2,612 shares owned directly by Mr. Hagerman, 1,280,099 shares of Common Stock held by the Philip R. Hagerman Revocable Trust, 3,391,609 shares of Common Stock held by the 2007 Hagerman Family GST Trust, 3,600,091 shares of Common Stock held by the JH GST Trust, 1,475,876 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Thomas R. Hagerman, 1,475,876 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Taylor G. Hagerman, 1,311,292 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Jennifer K. Hagerman, 1,075,293 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, 367,528 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 Thomas 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 a restricted stock award of 33,259 shares of common stock.
(3) Represents the following owned by trusts for which Mr. Hagerman is the sole trustee: 1,280,099 shares of Common Stock held by the Philip R. Hagerman Revocable Trust, 3,600,091 shares of Common Stock held by the JH GST Trust, 1,311,292 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Jennifer K. Hagerman, 1,075,293 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, and 263,500 shares of Common Stock held by the JH Marital Trust. Also includes: (i) 2,612 shares held directly by Mr. Hagerman and (ii) a restricted stock award of 33,259 shares of common stock.
(4) Includes the following owned by trusts for the benefit of Mr. Hagerman’s 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 Thomas Hagerman. Also includes 7,609,563 shares beneficially owned by Jocelyn Hagerman.
(5) Represents the following owned by trusts for which Mrs. Hagerman is the sole trustee: 367,528 shares of Common stock held by the Jocelyn Hagerman Living Trust.
(6) Represents the following owned (i) by trusts for which Mrs. Hagerman is a co-trustee:272,000 shares of Common Stock held by the PH Marital Trust. Amy Glenn serves as co-trustee of the PH Marital Trust; and (ii) the following indirectly owned by Mrs. Hagerman through trusts for which Ms. Glenn acts as trustee: 3,391,609 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, 1,475,876 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Thomas R. Hagerman, and 1,475,876 shares of Common Stock held by the 2013 Irrevocable Exempt Trust for Taylor G. Hagerman. Ms. Glenn disclaims beneficial ownership of the securities owned by the trusts
† The foregoing shares were disposed of in connection with the closing on February 10, 2020 of the merger of Denali Merger Sub, Inc. with and into the Issuer.
* As of December 31, 2019 (based on 76,000,791 shares of the Issuer’s Common Stock outstanding as reported by the Issuer to the Reporting Persons).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
As of February 14, 2019, the 2007 Hagerman Family GST Trust and JH Trust no longer are the beneficial owners of more than five percent (5%) of the Issuers’ Common Stock. However, the shares held by such trusts will continue to be reported by Phil and Jocelyn Hagerman, as applicable, in future amendments absent any change in trustees.
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.
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