Item 4. Purpose of Transaction.
Item 4 is amended and restated in its entirety as follows:
The Reporting Persons hold a substantial position in the Issuer, which was primarily acquired by Patricia Gallup and David Hall at the founding of the Issuer. In connection with the Issuer’s initial public offering in March
1998, Ms. Gallup and Mr. Hall placed substantially all of the shares of Common Stock that they beneficially owned immediately prior to the public offering into the Voting Trust in exchange for voting trust receipts representing each share of Common Stock contributed to the Voting Trust. Mr. Hall passed away on November 14, 2020. Upon Mr. Hall’s passing the shares of Common Stock directly and beneficially owned by him were transferred to the Estate and Ms. Gallup became the sole remaining trustee of the Voting Trust. As sole remaining trustee, Ms. Gallup had the authority to administer the Voting Trust and vote all of the shares held of record by the Voting Trust. On September 10, 2021, Ms. Gallup, as the sole remaining trustee of the Voting Trust, directed the Voting Trust be liquidated and the shares held of record by the Voting Trust be transferred to Ms. Gallup and the Estate as the holders of all of the outstanding Voting Trust Receipts, which was completed on September 21, 2021.
On May 9, 2022, for estate planning purposes, Ms. Gallup contributed 5,000,000 shares of Common Stock to the Comack Trust for no consideration. Under the trust agreement establishing the Comack Trust, Ms. Gallup served as sole trustee and sole annuitant of the Comack Trust and held voting and dispositive power over the shares of Common Stock held directly by the Comack Trust. The Comack Trust distributed 2,539,948 and 1,838,745 shares of Common Stock as annuity payments to Ms. Gallup on May 8, 2023 and May 8, 2024, respectively, for no consideration. On May 8, 2024, the remaining 621,307 shares of Common Stock held by the Comack Trust were distributed to a spillover trust for no consideration after which the Comack Trust expired pursuant to its terms.
On February 13, 2023, Ms. Gallup’s spouse gifted 275,000 shares of Common Stock to the North Branch Trust for no consideration. Under the trust agreement establishing the North Branch Trust, Ms. Gallup serves as sole trustee. The trust agreement establishing the North Branch Trust also provides that upon the passing of Ms. Gallup, voting and investment control over the shares of Common Stock held by the North Branch Trust would pass to the successor trustee as set forth in the trust agreement.
The Estate, on March 13, 2023, transferred 6,879,962 shares of Common Stock to the David Hall Trust 2003 at the direction of Ms. Gallup, in her capacity as executor, for no consideration. Under the trust agreement establishing the David Hall Trust 2003, Ms. Gallup serves as sole trustee and is the sole beneficiary of the shares held by the David Hall Trust 2003 and holds voting and dispositive power over the 6,879,962 shares of Common Stock held directly by the David Hall Trust 2003. Following the completion of the administration of the Estate, the assets held by the David Hall Trust 2003 will be distributed to one or more trusts of which Ms. Gallup will be the sole beneficiary and a co-trustee with an additional co-trustee to be identified.
Ms. Gallup is the Chief Administrative Officer and Chairman of the Board of Directors of the Issuer.
Except as disclosed in this Schedule 13D, none of the Reporting Persons currently has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 26,363,431 shares of the Issuer’s Common Stock outstanding on April 24, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2024.