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

(Amendment No. 2)

 

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 or Mark Gauthier 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 or Mark Gauthier 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 or Mark Gauthier 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 or Mark Gauthier 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 353,832 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 or Mark Gauthier 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; 572,097 shares of Common Stock held directly by KIVC 2, LLC, an entity established for the benefit of the Kemper Isely 2012 Irrevocable Family Trust and its beneficiaries; 616,254 shares of Common Stock held directly by ZIVC, LLC an entity established for the benefit of  the Zephyr Isely 2012 Irrevocable Family Trust and its beneficiaries; and 478,788 shares of Common Stock held directly by HIVC 2, LLC, an entity established for the benefit of the Heather C. 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 manager of certain entities party to the Stockholders Agreement.

 

(4) Comprises 797 shares of Common Stock held directly by the reporting person.

 

(5) 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; 572,097 shares of Common Stock held directly by KIVC 2, LLC, an entity established for the benefit of the Kemper Isely 2012 Irrevocable Family Trust and its beneficiaries; 616,254 shares of Common Stock held directly by ZIVC, LLC an entity established for the benefit of  the Zephyr Isely 2012 Irrevocable Family Trust and its beneficiaries; 478,788 shares of Common Stock held directly by HIVC 2, LLC, an entity established for the benefit of the Heather C. Isely 2012 Irrevocable Family Trust; 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; and 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. 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 manager of certain entities party to the Stockholders Agreement.

 

(6) 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; 572,097 shares of Common Stock held directly by KIVC 2, LLC, an entity established for the benefit of the Kemper Isely 2012 Irrevocable Family Trust and its beneficiaries; 616,254 shares of Common Stock held directly by ZIVC, LLC an entity established for the benefit of  the Zephyr Isely 2012 Irrevocable Family Trust and its beneficiaries; 478,788 shares of Common Stock held directly by HIVC 2, LLC, an entity established for the benefit of the Heather C. Isely 2012 Irrevocable Family Trust 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; and 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. 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.  Also includes 797 shares held directly by the reporting person. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person in his capacity as a manager of certain entities that are party to the Stockholders Agreement.

 

(7) 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) Comprises 100 shares of Common Stock held directly by the reporting person and 37,717 shares of Common Stock that are held directly by a trust or limited liability company benefiting or established by an Isely family member 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 or Mark Gauthier 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 37,717 shares of Common Stock held directly by EIVC 2, LLC, an entity also 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 in his capacity as a manager of certain entities is a party to the Stockholders Agreement.

 

(4) Comprises 100 shares of Common Stock held directly by the reporting person.

 

(5) Includes 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; and 295,249 shares of Common Stock held directly by EIVC 2, LLC, an entity also 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 in his capacity as a manager of certain entities is a party to the Stockholders Agreement.

 

(6) Includes 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; and 295,249 shares of Common Stock held directly by EIVC 2, LLC, an entity also established for the benefit of the Elizabeth Isely 2012 Irrevocable Family Trust.  The reporting person is the sole manager of each of the forgoing entities and as such may therefore be deemed to beneficially own all of such shares.  Also includes 100 shares of Common Stock held directly by the reporting person. The balance of the shares of Common Stock reported as beneficially owned are reported as such solely because the reporting person in his capacity as a manager of certain entities is a party to the Stockholders Agreement.

 

(7) 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 or Mark Gauthier 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 in his capacity as a manager 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 or Mark Gauthier 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 in his capacity as a manager 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 or Mark Gauthier 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 in his capacity as a manager 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 or Mark Gauthier 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 in his capacity as a manager 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 or Mark Gauthier 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. Gauthier 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 in his capacity as a manager 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 or Mark Gauthier 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.

 

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 or Mark Gauthier 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.

 

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 or Mark Gauthier 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.

 

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 or Mark Gauthier 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.

 

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 or Mark Gauthier 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.

 

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 or Mark Gauthier 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.

 

18

 

 

 

(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 or Mark Gauthier 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.

 

19

 

 

EXPLANATORY NOTE

 

This Amendment No. 2 to Schedule 13D (the “Second Amendment”) amends and supplements the Schedule 13D filed on August 6, 2012, as amended by Amendment No. 1 to Schedule 13D filed on February 20, 2013  (the “Schedule 13D”) by the Reporting Persons identified in Item 2 of the Schedule 13D (the “Original 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 (as defined below).  The Reporting Persons in their individual or representative capacity, or both, are parties 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 second Amendment jointly with respect to the shares of Common Stock beneficially owned by them as a group.

 

Item 2.

Identity and Background.

 

The Second Amendment amends and restates Item 2 of the Schedule 13D in its entirety as set forth below:

 

(a)      Name of Persons Filing this Statement:

 

(1)      Anthony Andueza

(2)      Mark Gauthier

(3)      Kemper Isely

(4)      Zephyr Isely

(5)      Heather Isely

(6)      Elizabeth Isely

(7)      CTVC, LLC

(8)      KIVC 2, LLC

(9)      ZIVC, LLC

(10)    HIVC 2, LLC

(11)    EIVC 2, LLC

(12)    Lark Isely

(13)    The LaRock & Luke Isely Trust

(14)    FTVC, LLC

(15)    Charity Isely

(16)    Lucas Isely

(17)    Mariah Isely

(18)    Guy Isely (collectively, the “Reporting Persons”).

 

(b)      Principal Business Address and Principal Office Address of Reporting Persons:

 

The principal business address and principal office address of each of the Reporting Persons is c/o Natural Grocers by Vitamin Cottage, Inc., 12612 West Alameda Parkway, Lakewood, Colorado 80228.

 

(c)       Present Principal Occupation or Principal Business:

 

(1)      Mr. Andueza is currently self-employed as a broker of nutritional supplements.

(2)      Mr. Gauthier is an attorney.

(3)      Mr. Kemper Isely is the Co-President and Chairman of the Issuer.

(4)      Mr. Zephyr Isely is the Co-President and a director of the Issuer.

(5)      Ms. Heather Isely is the Executive Vice President, Corporate Secretary and a director of the Issuer.

(6)      Ms. Elizabeth Isely is the Executive Vice President and a director of the Issuer.

(7)      CTVC, LLC is a Colorado limited liability company created to hold shares of the Issuer’s Common Stock for investment purposes. Anthony Andueza is the manager of CTVC, LLC.

(8)      KIVC 2, LLC is a Colorado limited liability company created to hold shares of the Issuer’s Common Stock for investment purposes. Anthony Andueza is the manager of KIVC 2, LLC.

 

20

 

(9)      ZIVC, LLC is a Colorado limited liability company created to hold shares of the Issuer’s Common Stock for investment purposes. Anthony Andueza is the manager of ZIVC, LLC.

(10)    HIVC 2, LLC is a Colorado limited liability company created to hold shares of the Issuer’s Common Stock for investment purposes. Anthony Andueza is the manager of HIVC 2, LLC.

(11)    EIVC 2, LLC is a Colorado limited liability company created to hold shares of the Issuer’s Common Stock for investment purposes. Mark Gauthier is the manager of EIVC 2, LLC.

(12)    Lark Isely is employed by the Issuer’s operating company in product development and product sourcing.

(13)    The LaRock & Luke Isely Trust is a trust created under the laws of Colorado for the benefit of members of the Isely family. The co-trustees of the LaRock & Luke Isely Trust are Kemper and Zephyr Isely.

(14)    FTVC, LLC is a Colorado limited liability company created to hold investments, including shares of the Issuer’s Common Stock. Kemper Isely, Zephyr Isely and Heather Isely are the managers of FTVC, LLC.

(15)    Charity Isely is employed by In Love Body Care as a sales manager.

(16)    Lucas Isely is employed by the operating subsidiary of the Issuer as an operations manager.

(17)    Mariah Isely is a retail store owner at Cultivate.

(18)    Guy Isely is a graduate student.

 

(d)      During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)       During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       All of the natural persons set forth under Item 2(a) above are citizens of the United States of America.

 

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		Form of Amended and Restated Joint Filing Agreement between Natural Grocers by Vitamin Cottage, Inc. and each of the Reporting Persons.
Exhibit 4		Powers of Attorney granted by Anthony Andueza, Mark Gauthier, 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, except for the Power of Attorney granted by Mark Gauthier, which is Exhibit 4 to this Second Amendment).

 

21

 

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: March 18, 2013
.	By:	*
		Anthony Andueza
.	By:	*
		Mark Gauthier
	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:	*
		Mark Gauthier, its Manager
	By:	*
		Lark Isely
	THE LAROCK & LUKE ISELY TRUST
	By:	/s/ Kemper Isely
		Kemper Isely, Co-Trustee

 

22

 

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

 

23

 

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		Amended and Restated Joint Filing Agreement between Natural Grocers by Vitamin Cottage, Inc. and each of the Reporting Persons.
Exhibit 4		Powers of Attorney granted by Anthony Andueza, Mark Gauthier, 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, except for the Power of Attorney granted by Mark Gauthier, which is filed herewith as Exhibit 4).

 

24

Exhibit 3

 

Amended and Restated Joint Filing Agreement

 

This Amended and Restated Joint Filing Agreement amends and restates in its entirety the Joint Filing Agreement among certain of the parties hereto dated July 18, 2012.

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D or, to the extent permitted by applicable law, Schedule 13G with respect to the Common Stock, par value $0.001 per share, of Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation, beneficially owned by them on a combined basis, and further agree that this Amended and Restated Joint Filing Agreement shall be included as an exhibit to an amendment to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D or, if applicable, Schedule 13G shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

 

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D or, to the extent permitted by applicable law, Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

The undersigned shall not be deemed to admit that the undersigned was required to file a statement on Schedule 13D or Schedule 13G by reason of entering into this Amended and Restated Joint Filing Agreement.

 

This Amended and Restated Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

 

In evidence thereof the undersigned, being duly authorized, hereby execute this Amended and Restated Joint Filing Agreement as of this 18th day of March, 2013.

 

/s/ Kemper Isely
Name: Kemper Isely
/s/ Zephyr Isely
Name: Zephyr Isely
/s/ Heather Isely
Name: Heather C. Isely
/s/ Elizabeth Isely
Name: Elizabeth Isely
/s/ Anthony Andueza
Name: Anthony Andueza
/s/ Mark Gauthier
Name: Mark Gauthier
CTVC LLC
By:	/s/ Anthony Andueza
Name:	Anthony Andueza
Title:	Manager
KIVC 2, LLC
By:	/s/ Anthony Andueza
Name:	Anthony Andueza
Title:	Manager

 

1

 

ZIVC, LLC
By:	/s/ Anthony Andueza
Name:	Anthony Andueza
Title:	Manager
HIVC 2, LLC
By:	/s/ Anthony Andueza
Name:	Anthony Andueza
Title:	Manager
EIVC 2, LLC
By:	/s/ Mark Gauthier
Name:	Mark Gauthier
Title:	Manager
/s/ Lark Isely
Name: Lark Isely
THE LAROCK AND LUKE ISELY TRUST
By:	/s/ Kemper Isely
Name:	Kemper Isely
Title:	Co-Trustee
By:	/s/ Zephyr Isely
Name:	Zephyr Isely
Title:	Co-Trustee
FTVC, LLC
By:	/s/ Kemper Isely
Name:	Kemper Isely
Title:	Co-Manager
By:	/s/ Zephyr Isely
Name:	Zephyr Isely
Title:	Co-Manager
By:	/s/ Heather Isely
Name:	Heather C. Isely
Title:	Co-Manager
/s/ Charity Isely
Name: Charity Isely
/s/ Lucas Isely
Name: Lucas Isely
/s/ Mariah Isely
Name: Mariah C. Isely
/s/ Guy Isely
Name: Guy D. Isely

 

2

Exhibit 4

 

LIMITED POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Kemper Isely, and Heather Isely and each of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, for the sole and limited purpose to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of1934, as amended (the “Exchange Act”), including Sections 13 and 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of Natural Grocers by Vitamin Cottage, Inc., including but not limited to Forms 3, 4 and 5 and Schedule 13D or Schedule 13G under the Exchange Act and any amendments thereto.

 

This limited power of attorney shall be valid from the date hereof until revoked by the undersigned.

 

IN WITNESS WHEREOF, the undersigned has executed this limited power of attorney as of this 11th day of March, 2013.

 

/s/_Mark_Gauthier
Name: Mark Gauthier