(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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. ☐.
* 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 disclosures provided in a prior cover page.
The information required for the remainder of
this cover page shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“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).
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 2 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Norton Shapiro 2008 Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
116,019(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
116,019(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,019(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%(2)
|
14
|
TYPE
OF REPORTING PERSON
OO
|
(1) Includes 116,019 shares of Class A Common Stock held by Norton
Shapiro 2008 Trust. Cheryl Kreiter and Richard Horwood are the co-trustees of the Norton Shapiro 2008 Trust and have shared voting
and dispositive power over these shares. Does not include any shares of Class B Common Stock, which are not required to be reported
because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 118,524 shares of Class B Common Stock, or 1.0%
of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock outstanding as
of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 3 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Norton Shapiro Revocable Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,277(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
3,277(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,277(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(2)
|
14
|
TYPE
OF REPORTING PERSON
OO
|
(1) Includes 3,277 shares of Class A Common Stock held by the Norton
Shapiro Revocable Trust. Richard Horwood has sole voting and dispositive power over all shares of Class A Common Stock held by
the Norton Shapiro Revocable Trust by virtue of the fact that he is its sole trustee. Does not include any shares of Class B Common
Stock, which are not required to be reported because such shares are non-voting securities.
(2) The percentage is less than 1%, based on 2,603,350 shares of
the Issuer’s Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on November 4, 2020. The reporting person also beneficially owns less than 1% of the outstanding Class
B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock outstanding as of November
3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 4 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Norton Shapiro Family LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
7,500(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
7,500(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(2)
|
14
|
TYPE
OF REPORTING PERSON
OO
|
(1) Includes 7,500 shares of Class A Common Stock held by Norton
Shapiro Family LLC. Richard Horwood has sole voting and dispositive power over all shares of Class A Common Stock held by Norton
Shapiro Family LLC by virtue of the fact that he is the sole trustee of NS Family Trust #1, which is the sole manager of Norton
Shapiro Family LLC. Does not include any shares of Class B Common Stock, which are not required to be reported because such shares
are non-voting securities.
(2) The percentage is less than 1% based
on 2,603,350 shares of the Issuer’s Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s
Quarterly Report on Form 10-Q filed with the Commission on November 4, 2020. The reporting person also beneficially owns less than
1% of the outstanding Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common
Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission
on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 5 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
NSF Investment Partnership
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
128,424(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
128,424(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,424(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%(2)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
(1) Includes 128,424 shares of Class A Common Stock held by NSF
Investment Partnership. NSF Investment Partnership is economically beneficially owned by 22 trusts, the economic beneficiaries
of which are various members of Norton Shapiro’s family. Richard Horwood is the sole trustee of each of the above-referenced trusts,
and thus, he has sole voting and dispositive power over all Class A Common Stock held by NSF Investment Partnership. Does not include
any shares of Class B Common Stock because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on November 4, 2020. The reporting person also beneficially owns 462,699 shares of Class B Common Stock,
or 4.0% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock outstanding
as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November
4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 6 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Richard Horwood
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
139,201(1)
|
|
8
|
SHARED
VOTING POWER
116,019(2)
|
|
9
|
SOLE
DISPOSITIVE POWER
139,201(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
116,019(2)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,220(3)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%(4)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes (i) 7,500 shares of Class A Common Stock held by Norton
Shapiro Family LLC, (ii) 3,277 shares of Class A Common Stock held by the Nathan Shapiro Revocable Trust, and (iii) 128,424 shares
of Class A Common Stock held by NSF Investment Partnership. Mr. Horwood has sole voting and dispositive power over all shares of
Class A Common Stock held by Norton Shapiro Revocable Trust by virtue of the fact that he is its sole trustee. Mr. Horwood has
sole voting and dispositive power over all shares of Class A Common Stock held by Norton Shapiro Family LLC by virtue of the fact
that he is the sole trustee of NS Family Trust #1, which is the sole manager of Norton Shapiro Family LLC. NSF Investment Partnership
is economically beneficially owned by 22 trusts, the economic beneficiaries of which are various members of Norton Shapiro’s family.
Mr. Horwood is the sole trustee of each of the above-referenced trusts, and thus, he has sole voting and dispositive power over
all Class A Common Stock held by NSF Investment Partnership. Does not include any shares of Class B Common Stock, which are not
required to be reported because such shares are non-voting securities.
(2) Includes 116,019 shares of Class A Common Stock held by Norton
Shapiro 2008 Trust. Cheryl Kreiter and Richard Horwood are the trustees of the Norton Shapiro 2008 Trust and have shared voting
and dispositive power over these shares.
(3) Includes (i) 7,500 shares of Class A Common Stock held by Norton
Shapiro Family LLC, (ii) 3,277 shares of Class A Common Stock held by the Nathan Shapiro Revocable Trust, (iii) 128,424 shares
of Class A Common Stock held by NSF Investment Partnership; and (iv) 116,019 shares of Class A Common Stock held by Norton Shapiro
2008 Trust.
(4) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 596,168 shares of Class B Common Stock, or 5.1%
of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock outstanding as
of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 7 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Cheryl Kreiter
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
116,019(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
116,019(2)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,019(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%(2)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes 116,019 shares of Class A Common Stock held by Norton
Shapiro 2008 Trust. Cheryl Kreiter and Richard Horwood and trustees of the Norton Shapiro 2008 Trust and have shared voting and
dispositive power over these shares. Does not include any shares of Class B Common Stock, which are not required to be reported
because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 118,524 shares of Class B Common Stock, or 1.0%
of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock outstanding as
of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 8 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Nathan Shapiro
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
217,921(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
217,921(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,921(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%(2)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes (i) 173,062 shares of Class A Common Stock held by
NS (Florida) Associates Inc., and (iii) 44,859 shares of Class A Common Stock held by New Horizon (Florida) Enterprises Inc. Does
not include any shares of Class B Common Stock, which are not required to be reported because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 468,750 shares of the outstanding Class B Common
Stock, or 4.0% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock
outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November
4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 9 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Nathan Shapiro Revocable Trust Dated 10/7/87
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
274,166(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
274,166(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,166(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%(2)
|
14
|
TYPE
OF REPORTING PERSON
OO
|
(1) Includes 274,166 shares of Class A Common Stock held by Nathan
Shapiro Revocable Trust Dated 10/7/87. Steven A. Shapiro, Daniel Shapiro, Randy Shapiro and Lesley Beider Stillman are the Co-Trustees
of the trust. Does not include any shares of Class B Common Stock, which are not required to be reported because such shares are
non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 261,912 shares of the outstanding Class B Common
Stock, or 2.2% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock
outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November
4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 10 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
NS (Florida) Associates Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
173,062(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
173,062(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,062(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%(2)
|
14
|
TYPE
OF REPORTING PERSON
CO
|
(1) Includes 173,062 shares of Class A
Common Stock held by the NS (Florida) Associates Inc. Nathan Shapiro is the sole Director and President of NS (Florida) Associates
Inc., with sole voting and dispositive power over all shares of Class A Common Stock held by it. Does not include any shares of
Class B Common Stock, which are not required to be reported because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 453,750 shares of the outstanding Class B Common
Stock, or 3.9% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock
outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November
4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 11 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Shapiro Family Investment Partnership – Nathan
Share
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
128,410(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
128,410(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,410(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%(2)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
(1) Includes 128,410 shares of Class A Common Stock held by Shapiro
Family Investment Partnership – Nathan Share. Does not include any shares of Class B Common Stock, which are not required
to be reported because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 462,640 shares of the outstanding Class B Common
Stock, or 4.0% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock
outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November
4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 12 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Stephen J. Gray
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
128,410(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
128,410(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,410(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%(2)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes 128,410 shares of Class A Common Stock held by Shapiro
Family Investment Partnership – Nathan Share. The Shapiro Family Investment Partnership – Nathan Share is economically
beneficially owned by 26 trusts, the economic beneficiaries of which are various members of Nathan Shapiro’s family. Mr. Gray is
the sole trustee of each of these trusts, and thus, he has sole voting and dispositive power over all Class A Common Stock owned
the Shapiro Family Investment Partnership – Nathan Share. Does not include any shares of Class B Common Stock (including
any Class B Common Stock owned by Mr. Gray, individually), which are not required to be reported because such shares are non-voting
securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on November 4, 2020. The reporting person, as trustee of the above-referenced 26 trusts, also beneficially
owns 462,640 shares of the outstanding Class B Common Stock, or 4.0% of the Class B Common Stock. This percentage is based on 11,662,517
shares of the Issuer’s Class B Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly
Report on Form 10-Q filed with the Commission on November 4, 2020, and does not include any Class B Common Stock owned by Mr. Gray,
individually.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 13 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Steven A. Shapiro
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
22,375(1)
|
|
8
|
SHARED
VOTING POWER
295,541(2)
|
|
9
|
SOLE
DISPOSITIVE POWER
22,375(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
295,541(2)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,916(3)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%(4)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes (i) 22,335 shares of Class
A Common Stock held by Steven A. Shapiro, individually; (ii) 30 shares of Class A Common Stock held by Steven A. Shapiro C/F Jackson
Henry Shapiro UGTMAIL, (iii) 10 shares of Class A Common Stock held by Steve Shapiro C/F Jordyn Reese Shapiro UTMA/IL. Does
not include any shares of Class B Common Stock, which are not required to be reported because such shares are non-voting securities.
(2) Includes 21,375 shares of Class A Common
Stock held by Illinois Diversified Company, LLC, and (ii) 274,166 shares of Class A Common Stock held by the Nathan Shapiro Revocable
Trust Dated 10/7/87. The managers of Illinois Diversified Company, LLC, who share voting and dispositive power over shares of Class
A Common Stock held by it, are Steven A. Shapiro and Daniel Shapiro. The co-trustees of the Nathan Shapiro Revocable Trust Dated
10/7/87, who share voting and dispositive power over shares of Class A Common Stock held by it, are Randy Shapiro, Steven A. Shapiro,
Daniel Shapiro and Lesley Beider Stillman. Does not include any shares of Class B Common Stock, which are not required to
be reported because such shares are non-voting securities.
(3) Includes (i) 22,335 shares of Class
A Common Stock held by Steven A. Shapiro, individually; (ii) 30 shares of Class A Common Stock held by Steven A. Shapiro C/F Jackson
Henry Shapiro UGTMAIL, (iii) 10 shares of Class A Common Stock held by Steve Shapiro C/F Jordyn Reese Shapiro UTMA/IL, (iv)
21,375 shares of Class A Common Stock held Illinois Diversified Company, LLC, and (v) 274,166 shares of Class A Common Stock held
by the Nathan Shapiro Revocable Trust Dated 10/7/87.
(4) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on November 4, 2020. The reporting person also beneficially owns 347,422 shares of the outstanding Class
B Common Stock, or 3.0% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B
Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the
Commission on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 14 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Daniel Shapiro
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
67(1)
|
|
8
|
SHARED
VOTING POWER
295,541(2)
|
|
9
|
SOLE
DISPOSITIVE POWER
67(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
295,541(2)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,608(3)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%(4)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes (i) 37 shares of Class A Common Stock held by Daniel
Shapiro, individually; (ii) 30 shares of Class A Common Stock held by Daniel M. Shapiro C/F Nick E. Shapiro UTMA/IL. Does not include
any shares of Class B Common Stock, which are not required to be reported because such shares are non-voting securities.
(2) Includes (i) 21,375 shares of Class A Common Stock held Illinois
Diversified Company, LLC, and (ii) 274,166 shares of Class A Common Stock held by the Nathan Shapiro Revocable Trust Dated 10/7/87.
The managers of Illinois Diversified Company, LLC, who share voting and dispositive power over shares of Class A Common Stock held
by it, are Steven A. Shapiro and Daniel Shapiro. The co-trustees of the Nathan Shapiro Revocable Trust Dated 10/7/87, who share
voting and dispositive power over shares of Class A Common Stock held by it, are Randy Shapiro, Steven A. Shapiro, Daniel Shapiro
and Lesley Beider Stillman. Does not include any shares of Class B Common Stock, which are not required to be reported because
such shares are non-voting securities.
(3) Includes (i) 37 shares of Class A Common Stock held by Daniel
Shapiro, individually; (ii) 30 shares of Class A Common Stock held by Daniel M. Shapiro C/F Nick E. Shapiro UTMA/IL, (iii) 21,375
shares of Class A Common Stock held Illinois Diversified Company, LLC; and (iv) 274,166 shares of Class A Common Stock held by
the Nathan Shapiro Revocable Trust Dated 10/7/87.
(4) The percentage is based on 2,603,350
shares of the Issuer’s Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly
Report on Form 10-Q filed with the Commission on November 4, 2020. The reporting person also beneficially owns 347,562 shares of
the outstanding Class B Common Stock, or 3.0% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the
Issuer’s Class B Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on
Form 10-Q filed with the Commission on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 15 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Randy Shapiro
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0(1)
|
|
8
|
SHARED
VOTING POWER
274,166(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
274,166(1)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,166(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%(1)(2)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes 274,166 shares of Class A Common Stock held by the
Nathan Shapiro Revocable Trust Dated 10/7/87. The co-trustees of the Nathan Shapiro Revocable Trust Dated 10/7/87 are Randy Shapiro,
Steven A. Shapiro, Daniel Shapiro and Lesley Beider Stillman. Does not include any shares of Class B Common Stock, which are not
required to be reported because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 261,912 shares of the outstanding Class B Common
Stock, or 2.2% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock
outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November
4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 16 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Lesley Beider Stillman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
274,166(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
274,166(1)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,166(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%(1)(2)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes 274,166 shares of Class A Common Stock held by the
Nathan Shapiro Revocable Trust Dated 10/7/87. The co-trustees of the Nathan Shapiro Revocable Trust Dated 10/7/87 are Randy Shapiro,
Steven A. Shapiro, Daniel Shapiro and Lesley Beider Stillman. Does not include any shares of Class B Common Stock, which are not
required to be reported because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with
the Commission on November 4, 2020. The reporting person also beneficially owns 261,912 shares of the outstanding Class B Common
Stock, or 2.2% of the Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock
outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November
4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 17 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Emily Rita Shapiro
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
30(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
30(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(2)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Includes 30 shares of Class A Common Stock held by Emily Rita
Shapiro, individually. Emily Rita Shapiro does not own any shares of Class B Common Stock.
(2) The percentage is less than 1% and is based on 2,603,350
shares of the Issuer’s Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly
Report on Form 10-Q filed with the Commission on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 18 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
New Horizon (Florida) Enterprises Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
44,859(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
44,859(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,859(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%(2)
|
14
|
TYPE
OF REPORTING PERSON
CO
|
(1) Includes 44,859 shares of Class A Common Stock held by New Horizon
(Florida) Enterprises Inc. The sole Director, President and Secretary of New Horizon (Florida) Enterprises Inc. is Nathan Shapiro,
who has sole voting and dispositive over all shares of Class A Common Stock held by it. Does not include any shares of Class B
Common Stock, which are not required to be reported because such shares are non-voting securities.
(2) The percentage is based on 2,603,350 shares of the Issuer’s
Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q
filed with the Commission on November 4, 2020. The reporting person also beneficially owns less than 1% of the outstanding Class
B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock outstanding as of November
3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2020.
SCHEDULE 13D/A
CUSIP No. 74368L104
|
|
Page 19 of 25 pages
|
1
|
NAME
OF REPORTING PERSON
Illinois Diversified Company, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
|
|
|
|
|
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
21,375(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
21,375(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,375(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(2)
|
14
|
TYPE
OF REPORTING PERSON
OO
|
(1) Includes 21,375 shares of Class A Common Stock held by Illinois
Diversified Company, LLC. The managers of Illinois Diversified Company, LLC, who share voting and dispositive power over shares
of Class A Common Stock held by it, are Steven A. Shapiro and Daniel Shapiro. Does not include any shares of Class B Common Stock,
which are not required to be reported because such shares are non-voting securities.
(2) The percentage is less than 1%, based on 2,603,350 shares
of the Issuer’s Class A Common Stock outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly
Report on Form 10-Q filed with the Commission on November 4, 2020. The reporting person also beneficially owns less than 1% of
the outstanding Class B Common Stock. This percentage is based on 11,662,517 shares of the Issuer’s Class B Common Stock
outstanding as of November 3, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission
on November 4, 2020.
EXPLANATORY
NOTE
This
Amendment No. 5 (“Amendment No. 5”) is made pursuant to Rule 13d-1(a) promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), by the undersigned with respect to the Class A Common Stock, no par value
per share, of Protective Insurance Corporation. This Amendment No. 5 amends and supplements that certain Schedule 13D originally
filed with the Securities and Exchange Commission on December 30, 1986 (the “Original Schedule 13D”), as amended by
Amendment No. 1 filed on April 23, 2020 (“Amendment No. 1”), Amendment No. 2 filed on June 17, 2020 (“Amendment
No. 2”), Amendment No. 3 filed August 18, 2020 (“Amendment No. 3”), and Amendment No. 4 filed January 19, 2021
(“Amendment No. 4” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3
and this Amendment No. 5, the “Schedule 13D”). Except as otherwise indicated, capitalized terms used herein shall
have the meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not
modify any of the information previously reported in the Schedule 13D.
Item
4. Purpose of Transaction
Item
4 is hereby amended and supplemented as follows:
Voting
Agreement
On
February 14, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Progressive
Corporation, an Ohio corporation (“Progressive”), and Carnation Merger Sub Inc., an Indiana corporation and a wholly
owned subsidiary of Progressive (“Merger Sub”), pursuant to which Merger Sub will, subject to the satisfaction or
waiver of the conditions of the Merger Agreement, merge with and into the Issuer, with the Issuer surviving the merger and becoming
a wholly owned subsidiary of Progressive (the “Merger”). Under the terms of the Merger Agreement, each outstanding
share of Class A Common Stock and Class B Common Stock (together, the “Issuer Stock”) will be converted into the right
to receive the Merger Consideration (as specified and defined in the Merger Agreement). This summary of the Merger Agreement does
not purport to be complete.
As
a condition and inducement to Progressive entering into the Merger Agreement, the Stockholders (as defined in the Restated Contingent
Sale Agreement), Nathan Shapiro and Steven Shapiro (collectively, the “Shareholder Parties”), the Issuer and Progressive
entered into a Voting and Support Agreement, dated as of February 14, 2021 (the “Voting Agreement”). Pursuant to the
Voting Agreement, the Shareholder Parties agreed, among other things, to cause the 919,564 shares of Class A Common Stock beneficially
owned (within the meaning of Rule 13d-3 under the Act) by the Reporting Persons, and any other shares of Class A Common Stock
of which they acquire beneficial ownership during the term of the Voting Agreement, (collectively, the “Covered Shares”)
to be voted (i) in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger
Agreement, (ii) in favor of any action reasonably requested by Progressive or the Issuer’s board of directors in furtherance
of the foregoing, including any proposal to adjourn or postpone a meeting of the Issuer’s shareholders to solicit additional
proxies in favor of the adoption of the Merger Agreement, (iii) against any action or agreement that would reasonably be expected
to (A) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer
contained in the Merger Agreement or of a Shareholder Party contained in the Voting Agreement, (B) result in any of the conditions
to the consummation of the Merger under the Merger Agreement not being satisfied or (C) impede, frustrate, interfere with, delay,
postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement and (iv) against any Takeover
Proposal (other than the Merger and the transactions contemplated by the Merger Agreement) or Superior Proposal (each as defined
in the Merger Agreement), subject to certain exceptions set forth in the Voting Agreement.
Under
the Voting Agreement, the Shareholder Parties also agreed not to, directly or indirectly, sell, transfer, assign, encumber or
dispose of any of the Covered Shares, or enter into a contract or understanding with respect to the voting, sale or other transfer
of voting rights to the Covered Shares, except as permitted under the Voting Agreement.
From
the date of the Voting Agreement until the earlier of the Effective Time (as defined in the Merger Agreement) and the date of
the termination of the Merger Agreement, the Shareholder Parties agreed not to, directly or indirectly (i) solicit, initiate or
knowingly encourage the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal, (ii) enter
into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any of the Issuer’s
or its subsidiaries’ confidential information with respect to, any Takeover Proposal or (iii) enter into any Takeover Proposal
Documentation (as defined in the Merger Agreement) with respect to a Takeover Proposal. Notwithstanding the foregoing, if the
Issuer’s board of directors has determined, after consultation with its financial advisor and outside counsel, that an unsolicited
bona fide written Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, if the Issuer
is participating in discussions and negotiations with, or furnishing information to the person making such Takeover Proposal pursuant
to and in compliance with the Merger Agreement, then the Shareholder Parties and their respective Representatives may, at the
request and direction of the special committee of the Issuer’s board of directors, also take such actions.
Each
Shareholder Party also agreed that it will not, directly or indirectly, (i) take or encourage any third party to take any action,
including filing any claim, action, suit or proceeding in a court of applicable jurisdiction seeking a judicial order, to demand
or cause an annual meeting of the Issuer’s shareholders to be held or (ii) in the event that the Issuer holds an annual
meeting of the Issuer’s shareholders prior to the termination of the Voting Agreement, nominate any director candidate for
election at such meeting or solicit proxies in support of any nominee for election at such meeting (notwithstanding any advance
notice of any such nominations that may have been provided).
The
Voting Agreement will terminate upon the earlier to occur of: (i) the Effective Time; (ii) the date on which the Merger Agreement
is terminated in accordance with its terms; and (iii) with respect to any Shareholder Party, the entry without the prior written
consent of such Shareholder Party, into any amendment, modification or waiver to the Merger Agreement that results in (x) a decrease
in, or a change in the form of, the merger consideration payable to holders of the Issuer Stock or (y) an extension of the outside
termination date for the Merger Agreement.
This
summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Voting Agreement, a copy of which is filed as Exhibit 99.3 to this Schedule 13D/A and is incorporated herein by reference.
Expense
Reimbursement Agreement
On
February 14, 2021, the Shareholder Parties and the Issuer entered into a letter agreement (the “Expense Reimbursement Agreement”)
providing, among other things, that the Issuer will reimburse the Shareholder Parties in an aggregate amount equal to the lesser
of $750,000 and the Reimbursement Payment (as defined in the Restated Contingent Sale Agreement).
This
summary of the Expense Reimbursement Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Expense Reimbursement Agreement, a copy of which is filed as Exhibit 99.4 to this Schedule 13D/A and is incorporated
herein by reference.
Restated
Contingent Sale Agreement
On
February 14, 2021, pursuant to the Restated Contingent Sale Agreement, the Shareholder Parties delivered a Transaction Notice
(as defined in the Restated Contingent Sale Agreement) to the Offering Parties, whereupon the Offering Parties’ obligation
to make an Offer pursuant to the Restated Contingent Sale Agreement was immediately and irrevocably terminated.
Statement
on Form A
In
light of the pending transactions contemplated by the Merger Agreement and the terms of the Voting Agreement, the Applicants
have withdrawn the Statement on Form A filed with the Department on January 15, 2021.
Except
as otherwise disclosed herein and otherwise provided in the Schedule 13D, none of the Reporting Persons has any plans or proposals
that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition
of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, organization or liquidation, involving
the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
(d) any change in the present board of directors or the management of the Issuer; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item
6 is hereby amended to add the following:
The
information regarding the Voting Agreement and the Expense Reimbursement Agreement set forth in Item 4 above is hereby incorporated
by reference into this Item 6.
Item
7. Material to Be Filed as Exhibits
Item
7 is hereby amended to add the following exhibits:
[Signatures
on Next Page]
Signatures
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.
This Amendment No. 5 to Schedule 13D is executed this February 16, 2021 by each of the undersigned.
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Norton Shapiro 2008 Trust
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By:
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/s/ Richard Harwood
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Name: Richard Horwood
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Title: Co-Trustee
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By:
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/s/ Cheryl Kreiter
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Name: Cheryl Kreiter
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Title: Co-Trustee
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Norton Shapiro Revocable Trust
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By:
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/s/ Richard Harwood
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Name: Richard Horwood
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Title: Trustee
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Norton Shapiro Family LLC, an Illinois
limited liability company
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By:
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NS Family Trust #1
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Its: Manager
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By:
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/s/ Richard Harwood
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Name: Richard Horwood, not individually, but solely
as Trustee
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Title: Trustee
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NSF Investment Partnership, an Illinois
general partnership
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By:
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/s/ Richard Harwood
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Name: Richard Horwood, not individually, but solely
as Trustee of each of its general partners
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Title: Trustee of each of its general partners
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Steven A. Shapiro, individually
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/s/ Steven A. Shapiro
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Steven A. Shapiro
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Daniel Shapiro, individually
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/s/ Daniel Shapiro
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Daniel Shapiro
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Nathan Shapiro, individually
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/s/ Nathan Shapiro
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Nathan Shapiro
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Nathan Shapiro Revocable Trust Dated
10/7/87
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By:
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/s/ Lesley Beider Stillman
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Name: Lesley Beider Stillman
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Title: not individually, but solely as Co- Trustee
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By:
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/s/ Randy Shapiro
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Name: Randy Shapiro
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Title: not individually, but solely as Co- Trustee
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By:
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/s/ Daniel Shapiro
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Name: Daniel Shapiro
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Title: not individually, but solely as Co- Trustee
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By:
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/s/ Steven A. Shapiro
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Name: Steven A. Shapiro
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Title: not individually, but solely as Co- Trustee
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NS (Florida) Associates Inc.
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By:
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/s/ Nathan Shapiro
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Name: Nathan Shapiro
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Title: Director and President
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Steven A. Shapiro C/F Jackson Henry
Shapiro UGTMAIL
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By:
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/s/ Steven A. Shapiro
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Name: Steven A. Shapiro
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Steve Shapiro C/F Jayson Ryan Shapiro
UTMA/IL
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By:
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/s/ Steven A. Shapiro
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Name: Steven A. Shapiro
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Steve Shapiro C/F Jordyn Reese Shapiro
UTMA/IL
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By:
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/s/ Steven A. Shapiro
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Name: Steven A. Shapiro
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Daniel M. Shapiro C/F Nick E. Shapiro
UTMA/IL
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By:
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/s/ Daniel Shapiro
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Name: Daniel Shapiro
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Emily Rita Shapiro, individually
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/s/ Emily Rita Shapiro
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Emily Rita Shapiro
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New Horizon (Florida) Enterprises
Inc.
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By:
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/s/ Nathan Shapiro
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Name: Nathan Shapiro
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Title: Director and President
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Illinois Diversified Company, LLC
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By:
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/s/ Steven A. Shapiro
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Name: Steven A. Shapiro
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Title: Manager
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By:
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/s/ Daniel Shapiro
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Name: Daniel Shapiro
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Title: Manager
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