SECURITIES AND EXCHANGE COMMISSION
	Washington, D. C. 20549
	SCHEDULE 13D

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

 

(Continued on following pages)

 

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock (as defined in this Amendment) of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 3,097,402 shares of Common Stock beneficially owned directly by Mr. Isely, 91,938 shares owned directly by the LaRock and Luke Isely Trust, with respect to which Mr. Isely shares voting and investment power with Zephyr Isely as co-trustee of the trust, and 207,490 shares held by Mr. Andueza as custodian under the Colorado Uniform Transfer to Minors Act, or UTMA, for Mr. Isely’s children Ritchie K. Isely and Raquel M. Isely, each of whom shares Mr. Isely’s permanent residence.  The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

2

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 3,165,184 shares of Common Stock beneficially owned directly by Mr. Isely and 91,938 shares owned directly by the LaRock and Luke Isely Trust, with respect to which Mr. Isely shares voting and investment power with Kemper Isely as co-trustee of the trust, and 103,745 shares held by Mr. Andueza as custodian under the UTMA for Mr. Isely’s child Dyami Cy Isely-Parvanta, whom shares Mr. Isely’s permanent residence.  The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

3

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 931,020 shares beneficially owned directly by Ms. Isely, 207,490 shares held by Mr. Andueza as custodian under the UTMA for Ms. Heather Isely’s children Masala A. Isely-Rice and Charles L. Isely-Rice, each of whom shares Ms. Heather Isely’s permanent residence.  The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

4

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 1,254,306 shares beneficially owned directly by Ms. Isely.  The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

5

 

 

(1) Comprises 797 shares of Common Stock held directly by the reporting person and 391,609 shares of Common Stock that are held directly by trusts or limited liability companies benefiting or established by Isely family members with respect to which the reporting person is either sole trustee or sole manager and has sole voting and dispositive power over such shares.

 

(2) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(3) Includes: 1,037,939 shares of Common Stock held directly by CTVC, LLC, an entity established for the benefit of the Isely Children’s Trust and its beneficiaries; 71,772 shares of Common Stock held directly by KIVC 1, LLC, an entity established for the benefit of the Kemper Isely 2012 Irrevocable Family Trust and its beneficiaries; 6,716 shares of Common Stock held directly by KIVC 3, LLC an entity established for the benefit of  Sarah Isely, Mary Isely Sipes, David Isely, Anna Isely, K. Daisy Isely, Alyssa Isely, and Kemper Isely;  36,774 shares of Common Stock held directly by LIVC 1, LLC, an entity established for the benefit of the Lark Isely 2012 Irrevocable Family Trust and its beneficiaries; 36,774 shares of Common Stock held directly by LIVC 2, LLC, an entity established for the benefit of the Lark Isely 2012 Irrevocable Family Trust and its beneficiaries; 201,856 shares of Common Stock held directly by HIVC 1, LLC, an entity established for the benefit of the Heather C. Isely 2012 Irrevocable Family Trust; and 37,717 shares of Common Stock held directly by EIVC 1, LLC, an entity established for the benefit of the Elizabeth Isely 2012 Irrevocable Family Trust.  The reporting person is the sole manager of each of the foregoing entities and as such may therefore be deemed to beneficially own all of such shares.  The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(4) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

6

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 1,037,939 shares of Common Stock held by CTVC, LLC for the benefit of the Isely Children’s Trust and its beneficiaries. Mr. Andueza is the sole manager of CTVC, LLC with sole voting and investment power over the shares of Common Stock held by it. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

7

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 572,097 shares of Common Stock held by KIVC 2, LLC for the benefit of the Kemper Isely 2012 Irrevocable Family Trust and its beneficiaries.  Mr. Andueza is the sole manager of KIVC 2, LLC. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

8

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 616,254 shares of Common Stock held by ZIVC, LLC for the benefit of the Zephyr Isely 2012 Irrevocable Family Trust and its beneficiaries . Mr. Andueza is the sole manager of ZIVC, LLC with sole voting and investment power over the shares of Common Stock held by it. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

9

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 478,788 shares of Common Stock held by HIVC 2, LLC for the benefit of the Heather C. Isely 2012 Irrevocable Family Trust and its beneficiaries. Mr. Andueza is the sole manager of HIVC 2, LLC with sole voting and investment power over the shares of Common Stock held by it. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

10

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 295,249 shares of Common Stock held by EIVC 2, LLC for the benefit of the Elizabeth Isely 2012 Irrevocable Family Trust and its beneficiaries. Mr. Andueza is the sole manager of EIVC 2, LLC with sole voting and investment power over the shares of Common Stock held by it. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

11

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 49,365 shares beneficially owned directly by Mr. Lark Isely. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

12

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 91,938 shares beneficially owned directly by the LaRock and Luke Isely Trust. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

13

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 571,850 shares beneficially owned directly by FTVC, LLC, which are held for the benefit of the Margaret A. Isely Spouse's Trust and its beneficiaries, and for the benefit of the Margaret A. Isely Family Trust and its beneficiaries.  The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

14

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 22,162 shares beneficially owned directly by Ms. Isely.  The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

15

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 51,872 shares beneficially owned directly by Mr. Isely.  The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

16

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 86,192 shares beneficially owned directly by Ms. Isely. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

17

 

 

(1) Each of the reporting persons, certain trusts or entities controlled by one or more of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain other Isely family members, certain custodial accounts controlled by Anthony Andueza but benefiting other Isely family members, and certain entities controlled by Mr. Andueza but owned by Isely family members (directly or indirectly through trusts) have entered into a Stockholders Agreement covering, in the aggregate, 13,323,760 shares of Common Stock of the issuer.  Pursuant to the Stockholders Agreement, among other things, all of such shares are subject to limitations on their sale and 12,932,151 of such shares are subject to a voting agreement with respect to the election of directors. The parties to the Stockholders Agreement may therefore be deemed as a group to share beneficial ownership over all of the shares subject to the agreement.

 

(2) Includes 91,808 shares beneficially owned directly by Mr. Isely. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person is a party to the Stockholders Agreement.

 

(3) The percentage of Common Stock is calculated based on an aggregate of 22,401,924 shares of Common Stock outstanding following the consummation of the issuer’s initial public offering, including the underwriters’ exercise of their overallotment option, and issuances of Common Stock upon vesting of restricted stock units granted to the issuer’s Chief Financial Officer.

 

18

 

 

CUSIP No.   63888U108

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D filed on August 6, 2012 (the “Original Schedule 13D”) by the Reporting Persons identified in Item 2 below (the “Reporting Persons”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and Rule 13d-1(a) promulgated thereunder, with respect to shares of Common Stock, $0.001 par value per share (the “Common Stock”) of Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Issuer”), held by the Reporting Persons.  The Reporting Persons are party to a Stockholders Agreement, dated July 24, 2012 (the “Stockholders Agreement”), which contains voting agreements with respect to their shares of Common Stock, as a result of which, the Reporting Persons may be deemed to be members of a group for purposes of Section 13(d)(3) of the Act.  The Reporting Persons are filing this Amendment jointly with respect to the shares of Common Stock beneficially owned by them as a group.

 

Item 4.	Purpose of Transaction.
The Amendment amends and restates the second sentence of Item 4 of the Original Schedule 13D in its entirety as set forth below:   The Reporting Persons have entered into a Stockholders Agreement pursuant to which they have, among other things, agreed to limitations on the sale of their shares of the Issuer’s Common Stock and, with respect to 12,932,151 of the shares subject to the Stockholders Agreement, a voting agreement with respect to the election of directors.
Item 5.	Interest in Securities of the Issuer.
	(c)	This Amendment amends and supplements Item 5, paragraph (c) of the Original Schedule 13D by adding the following transactions effected by the Reporting Persons in the shares of Common Stock:    (1)           On February 12, 2013, Lark Isely sold 5,485 shares of the Issuer’s Common Stock at a weighted average price of $20.97 per share.  The shares were sold in multiple open market transactions ranging from $20.90 to $20.99, inclusive.    (2)           On February 12, 2013, Charity Isely sold 2,362 shares of the Issuer’s Common Stock at $20.95 per share and 100 shares at $20.96 per share.  Both sales were open market transactions.
Item 7.	Material to be Filed as Exhibits.

 

Exhibit 1

Form of Stockholders Agreement, by between and among Natural Grocers by Vitamin Cottage, Inc. and the stockholders named therein (incorporated by reference to Exhibit 10.32 to Amendment No. 3 to Form S-1 filed on July 12, 2012).

 

Exhibit 2

Form of Registration Rights Agreement by and among Natural Grocers by Vitamin Cottage, Inc. and the stockholders named therein (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to Form S-1 filed on July 5, 2012).

 

Exhibit 3

Joint Filing Agreement between Natural Grocers by Vitamin Cottage, Inc. and each of the reporting persons (incorporated by reference to Exhibit 4 to Schedule 13D filed by each of the reporting persons on August 6, 2012.

 

Exhibit 4

Powers of Attorney granted by Anthony Andueza, Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, CTVC, LLC, KIVC 2, LCC, ZIVC, LLC, HIVC 2, LLC, EIVC 2, LLC, Lark Isely, The LaRock & Luke Isely Trust, FTVC, LLC, Charity Isely, Mariah Isely, and Guy Isely (incorporated by reference to Exhibit 4 to Schedule 13D filed by each of the reporting persons on August 6, 2012).

 

19

 

CUSIP No.   63888U108

 

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.

 

Date: February 20, 2013
	By:	*
		Anthony Andueza
	By:	/s/ Kemper Isely
		Kemper Isely
	By:	*
		Zephyr Isely
	By:	*
		Heather Isely
	By:	*
		Elizabeth Isely
	CTVC, LLC
	By:	*
		Anthony Andueza, its Manager
	KIVC 2, LLC
	By:	*
		Anthony Andueza, its Manager
	ZIVC, LLC
	By:	*
		Anthony Andueza, its Manager
	HIVC 2, LLC
	By:	*
		Anthony Andueza, its Manager
	EIVC 2, LLC
	By:	*
		Anthony Andueza, its Manager
	By:	*
		Lark Isely
	THE LAROCK & LUKE ISELY TRUST
	By:	/s/ Kemper Isely
		Kemper Isely, Co-Trustee

 

 

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CUSIP No.   63888U108

 

			By:	*
				Zephyr Isely, Co-Trustee
			FTVC, LLC
			By:	/s/ Kemper Isely
				Kemper Isely, Manager
			By:	*
				Zephyr Isely, Manager
			By:	*
				Heather Isely, Manager
			By:	*
				Charity Isely
			By:	/s/ Lucas Isely
				Lucas Isely
			By:	*
				Mariah Isely
			By:	*
				Guy Isely
* By:	/s/ Kemper Isely
	Kemper Isely, attorney-in-fact

 

 

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CUSIP No.   63888U108

 

Exhibit Index

 

Exhibit 1		Form of Stockholders Agreement, by between and among Natural Grocers by Vitamin Cottage, Inc. and the stockholders named therein (incorporated by reference to Exhibit 10.32 to Amendment No. 3 to Form S-1 filed on July 12, 2012).
Exhibit 2		Form of Registration Rights Agreement by and among Natural Grocers by Vitamin Cottage, Inc. and the stockholders named therein (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to Form S-1 filed on July 5, 2012).
Exhibit 3		Joint Filing Agreement between Natural Grocers by Vitamin Cottage, Inc. and each of the reporting persons (incorporated by reference to Exhibit 4 to Schedule 13D filed by each of the reporting persons on August 6, 2012.
Exhibit 4		Powers of Attorney granted by Anthony Andueza, Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, CTVC, LLC, KIVC 2, LCC, ZIVC, LLC, HIVC 2, LLC, EIVC 2, LLC, Lark Isely, The LaRock & Luke Isely Trust, FTVC, LLC, Charity Isely, Mariah Isely, and Guy Isely (incorporated by reference to Exhibit 4 to Schedule 13D filed by each of the reporting persons on August 6, 2012).

 

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