Statement of Ownership (sc 13g)
May 23 2022 - 4:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
NEWMARKET
CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of
Class of Securities)
651587107
(CUSIP Number)
May 13, 2022
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
Check the following box if a fee is being paid with this statement. ☐
* |
The remainder of this cover page shall be filled out for a reporting persons 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).
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(1) |
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Name of
Reporting Person FLOYD D. GOTTWALD, JR., LIVING TRUST |
(2) |
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Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒
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(3) |
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SEC Use Only
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(4) |
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Citizenship
U.S. |
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Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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(5) |
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Sole Voting Power
0 |
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(6) |
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Shared Voting Power
516,389 |
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(7) |
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Sole Dispositive Power
0 |
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(8) |
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Shared Dispositive Power
516,389 |
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(9) |
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Aggregate Amount Beneficially Owned by Each Reporting Person
516,389 |
(10) |
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ☐ |
(11) |
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Percent of Class Represented by Amount
in Row (9)
5.0%* |
(12) |
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Type of Reporting Person
OO |
* |
In computing the percentage ownership, the Reporting Persons assumed that there are 10,254,703 shares of common
stock outstanding, as reported by NewMarket Corporation in its Quarterly Report on Form 10-Q for the period ended March 31, 20212, as filed with the Securities and Exchange Commission on April 28, 2022. |
1
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(1) |
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Name of
Reporting Person JAMES T. GOTTWALD |
(2) |
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Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒
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(3) |
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SEC Use Only
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(4) |
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Citizenship
U.S. |
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Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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(5) |
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Sole Voting Power
8,448 |
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(6) |
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Shared Voting Power
779,021(1)(2) |
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(7) |
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Sole Dispositive Power
8,448 |
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(8) |
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Shared Dispositive Power
779,021(1)(2) |
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(9) |
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Aggregate Amount Beneficially Owned by Each Reporting Person
787,469(1) |
(10) |
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ☐ |
(11) |
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Percent of Class Represented by Amount
in Row (9)
7.7%* |
(12) |
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Type of Reporting Person
IN |
* |
In computing the percentage ownership, the Reporting Persons assumed that there are 10,254,703 shares of common
stock outstanding, as reported by NewMarket Corporation in its Quarterly Report on Form 10-Q for the period ended March 31, 20212, as filed with the Securities and Exchange Commission on April 28,
2022. |
(1) |
Includes 516,389 shares held by the Floyd D. Gottwald Living Trust, for which the Reporting Person serves as
trustee. |
(2) |
The Reporting Person disclaims beneficial ownership of these shares. |
2
CUSIP No.: 651587107
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(1) |
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Name of
Reporting Person JOHN D. GOTTWALD |
(2) |
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Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒
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(3) |
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SEC Use Only
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(4) |
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Citizenship
U.S. |
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Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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(5) |
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Sole Voting Power
19,037 |
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(6) |
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Shared Voting Power
784,336(1)(2) |
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(7) |
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Sole Dispositive Power
19,037 |
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(8) |
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Shared Dispositive Power
784,336(1)(2)
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(9) |
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Aggregate Amount Beneficially Owned by Each Reporting Person
803,373(1) |
(10) |
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ☐ |
(11) |
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Percent of Class Represented by Amount
in Row (9)
7.8%* |
(12) |
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Type of Reporting Person
IN |
* |
In computing the percentage ownership, the Reporting Persons assumed that there are 10,254,703 shares of common
stock outstanding, as reported by NewMarket Corporation in its Quarterly Report on Form 10-Q for the period ended March 31, 20212, as filed with the Securities and Exchange Commission on April 28,
2022. |
(1) |
Includes 516,389 shares held by the Floyd D. Gottwald Living Trust, for which the Reporting Person serves as
trustee. |
(2) |
The Reporting Person disclaims beneficial ownership of these shares. |
3
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(1) |
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Name of
Reporting Person WILLIAM M. GOTTWALD |
(2) |
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Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☒
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(3) |
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SEC Use Only
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(4) |
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Citizenship
U.S. |
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Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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(5) |
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Sole Voting Power
98,158 |
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(6) |
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Shared Voting Power
785,674(1)(2) |
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(7) |
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Sole Dispositive Power
98,158 |
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(8) |
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Shared Dispositive Power
785,674(1)(2) |
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(9) |
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Aggregate Amount Beneficially Owned by Each Reporting Person
883,832(1) |
(10) |
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ☐ |
(11) |
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Percent of Class Represented by Amount
in Row (9) 8.6%* |
(12) |
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Type of Reporting Person
IN |
* |
In computing the percentage ownership, the Reporting Persons assumed that there are 10,254,703 shares of common
stock outstanding, as reported by NewMarket Corporation in its Quarterly Report on Form 10-Q for the period ended March 31, 20212, as filed with the Securities and Exchange Commission on April 28,
2022. |
(1) |
Includes 516,389 shares held by the Floyd D. Gottwald Living Trust, for which the Reporting Person serves as
trustee. |
(2) |
The Reporting Person disclaims beneficial ownership of these shares. |
4
Item 1(a). |
Name of Issuer |
NewMarket Corporation
Item 1(b). |
Address of Issuers Principal Executive Offices |
330 South Fourth Street
Richmond, Virginia 23219
Item 2(a). |
Name of Persons Filing |
Floyd D. Gottwald, Jr., Living Trust
James T. Gottwald
John D. Gottwald
William M. Gottwald
Item 2(b). |
Address of Principal Business Office or, if none, Residence |
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1. |
Floyd D. Gottwald, Jr. Living Trust |
330 South Fourth Street
Richmond, Virginia 23219
3600 River Road West
Goochland,
VA 23063
1100 Boulders Parkway Suite 101
Richmond, VA 23225
c/o Westham Partners
9030 Stony
Point Parkway, Suite 505
Richmond, Virginia 23235
For each Reporting Person, the United States of America.
Item 2(d). |
Title of Class of Securities |
Common Stock of NewMarket Corporation (the Common Stock).
651587107
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c): |
Not Applicable
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(a) |
Amount beneficially owned: |
For each Reporting Person, the amounts identified on item 9 (and related footnote) on each Reporting Persons cover page are incorporated
by reference into this Item 4(a).
For each Reporting Person, the amount identified on item 11 (and related footnote) on each Reporting Persons cover page are incorporated
by reference into this Item 4(b).
5
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: |
For each Reporting Person, the amount listed on item 5 of the Reporting Persons cover page is incorporated by reference into this Item
4(c)(i).
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(ii) |
Shared power to vote or to direct the vote: |
For each Reporting Person, the amount listed on item 6 (and related footnotes) of the Reporting Persons cover page is incorporated by
reference into this Item 4(c)(ii).
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(iii) |
Sole power to dispose or to direct the disposition of: |
For each Reporting Person, the amount listed on item 7 of the Reporting Persons cover page is incorporated by reference into this Item
4(c)(iii).
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(iv) |
Shared power to dispose or to direct the disposition of: |
For each Reporting Person, the amount listed on item 8 (and related footnotes) of the Reporting Persons cover page is incorporated by
reference into this Item 4(c)(iv).
James T. Gottwald, John D. Gottwald and William M. Gottwald each disclaim beneficial ownership of the
shares noted in (c)(ii) and (c)(iv) above.
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 |
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 shares of Common Stock
identified in Item 4(c)(ii) and 4(c)(iv), but such interest does not relate to more than 5 percent of the class of Common Stock for any single person.
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 |
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 13G even though there is no agreement between them with respect to the acquisition, retention, disposition or voting of shares of the 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 NewMarket Corporation.
Item 9. |
Notice of Dissolution of Group |
Not Applicable
By signing below each Reporting Person certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under § 240.14a-11.
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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 23, 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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