0001571049-17-003098.txt : 20170331 0001571049-17-003098.hdr.sgml : 20170331 20170331172913 ACCESSION NUMBER: 0001571049-17-003098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170331 DATE AS OF CHANGE: 20170331 GROUP MEMBERS: DONALD A. FOSS 2009 REMAINDER TRUST GROUP MEMBERS: DONALD A. FOSS 2010 REMAINDER TRUST GROUP MEMBERS: JILL FOSS WATSON 2016 GRANTOR RETAINED ANNUITY TRUST GROUP MEMBERS: JILL FOSS WATSON CHILDREN'S TRUST FBO DUNCAN TODD WATSON GROUP MEMBERS: JILL FOSS WATSON CHILDREN'S TRUST FBO GWYNETH ELLEN WATSON GROUP MEMBERS: JILL FOSS WATSON IRREVOCABLE TRUST GROUP MEMBERS: JILL FOSS WATSON LIVING TRUST GROUP MEMBERS: KAROL A. FOSS IRREVOCABLE GRANDCHILDREN'S TRUST GROUP MEMBERS: PATHWAYS FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT ACCEPTANCE CORP CENTRAL INDEX KEY: 0000885550 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 381999511 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45225 FILM NUMBER: 17731529 BUSINESS ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 BUSINESS PHONE: 2483532700 MAIL ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT ACCEPTANCE CORPORATION DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Watson Jill Foss CENTRAL INDEX KEY: 0001568982 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 25505 W 12 MILE RD STREET 2: SUITE 4125 CITY: SOUTHFIELD STATE: MI ZIP: 48034 SC 13D/A 1 t1700201_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 6)

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

Credit Acceptance Corporation

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

225310 10 1

 

(CUSIP Number)

 

Michael T. Raymond

Dickinson Wright, PLLC

2600 W. Big Beaver Rd., Suite 300

Troy, Michigan 48084-3312

248-433-7274

 

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

 

March 21, 2017

 

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 2 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Donald A. Foss 2009 Remainder Trust

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER
1,006,323

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,006,323

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.1%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 3 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Donald A. Foss 2010 Remainder Trust

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER
703,321

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

703,321

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.5%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 4 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson Living Trust

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

475,447

 

8

SHARED VOTING POWER
0

 

9

SOLE DISPOSITIVE POWER
475,447

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

475,447

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.4%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 5 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson Irrevocable Trust

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

41,446

 

8

SHARED VOTING POWER
0

 

9

SOLE DISPOSITIVE POWER
41,446

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

41,446

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 6 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Karol A. Foss Irrevocable Grandchildren’s Trust

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

853,424

 

8

SHARED VOTING POWER
0

 

9

SOLE DISPOSITIVE POWER
853,424

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

853,424

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.3%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 7 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson 2016 Grantor Retained Annuity Trust

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

164,804

 

8

SHARED VOTING POWER
0

 

9

SOLE DISPOSITIVE POWER
164,804

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,804

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 8 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson 2014 Children’s Trust FBO Gwyneth Ellen Watson 

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

58,154

 

8

SHARED VOTING POWER
0

 

9

SOLE DISPOSITIVE POWER
58,154

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

58,154

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 9 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson 2014 Children’s Trust FBO Duncan Todd Watson

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

58,154

 

8

SHARED VOTING POWER
0

 

9

SOLE DISPOSITIVE POWER
58,154

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

58,154

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 10 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Pathways Foundation

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

1,827

 

8

SHARED VOTING POWER
0

 

9

SOLE DISPOSITIVE POWER
1,827

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,827

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 0.1%*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

OO

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 11 of 13 Pages

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)

 

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

 7

SOLE VOTING POWER

1,653,256

 

8

SHARED VOTING POWER
1,709,644

 

9

SOLE DISPOSITIVE POWER
1,653,256

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,365,046**

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES  (SEE INSTRUCTIONS)

 

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.9 %*

  
14

TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)

 

IN

  

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2016 Grantor Retained Annuity Trust, and the Pathways Foundation. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. This amount also includes 2,146 shares held by Duncan Todd Watson. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts and by Duncan Todd Watson.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 12 of 13 Pages

 

Explanatory Note: This Schedule 13D Amendment No. 6 is being filed to reflect the disposition by the reporting persons of shares of the Issuer’s common stock.

 

Item 1. Security and Issuer.

 

The class of equity securities to which this Schedule 13D relates is the common stock of Credit Acceptance Corporation (“Issuer” or “CACC”). The principal executive offices of CACC are located at 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339.

 

Item 2. Identity and Background.

 

No change.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

No change.

 

Item 4. Purpose of Transaction.

 

No change.

 

Item 5. Interest in Securities of the Issuer

 

Reporting
Person		   Amount
beneficially
owned:		   Percent of
Class*		   Sole power to
vote or direct
the vote:		   Shared power
to vote or to
direct the vote:		   Sole power to
dispose or to
direct the
disposition of:		   Shared power
to dispose or to
direct the
disposition of:
The Donald A.
Foss 2009
Remainder
Trust		   1,006,323   5.1%   0   1,006,323   0   0
                         
The Donald A.
Foss 2010
Remainder
Trust		   703,321   3.5%   0   703,321   0   0
                         
Jill Foss
Watson Living
Trust		   475,447   2.4%   475,447   0   475,447   0
                         
Jill Foss
Watson
Irrevocable
Trust**		   41,446   0.2%   41,446   0   41,446   0
                         
Karol A. Foss
Irrevocable
Grandchildren’s
Trust**		   853,424   4.3%   853,424   0   853,424   0
                         

Jill Foss Watson 2016 Grantor Retained Annuity Trust

   164,804   0.8%   164,804   0   164,804   0
                         
Jill Foss Watson 2014 Children’s Trust FBO Gwyneth Ellen Watson    58,154   0.3%   8,154   0   58,154   0
                         

Jill Foss Watson 2014 Children’s Trust FBO Duncan Todd Watson

   58,154   0.3%   58,154   0   58,154   0
                         
The Pathways Foundation   1,827   Less than 0.1%   1,827   0   1,827   0
                         
Jill Foss
Watson**		   3,365,046   16.9%   1,653,256   1,709,644   1,653,256   0
                         

 

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 13 of 13 Pages

 

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

 

**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2016 Grantor Retained Annuity Trust, and the Pathways Foundation. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the Jill Foss Watson 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. This amount also includes 2,146 shares held by Duncan Todd Watson. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts and by Duncan Todd Watson.

 

(c) None.

 

(d) The respective beneficiaries of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Irrevocable Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2016 Grantor Retained Annuity Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson ultimately receive the pecuniary benefit of dividends from, or the proceeds from the sale of, the shares held in each respective trust.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

No change.

 

Item 7. Material to be Filed as Exhibits.

 

No change.

 

[Signature page follows]

 

 

 

 

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 31, 2017 The Donald A. Foss 2009 Remainder Trust  
    /s/ Jill Foss Watson  
    Name: Jill Foss Watson  
    Title: Trustee  
       
    The Donald A. Foss 2010 Remainder Trust  
    /s/ Jill Foss Watson  
    Name: Jill Foss Watson  
    Title: Trustee  
       
    Jill Foss Watson Living Trust  
    /s/ Jill Foss Watson  
    Name: Jill Foss Watson  
    Title: Trustee  
       
    Jill Foss Watson Irrevocable Trust  
    /s/ Todd Watson  
    Name: Todd Watson  
    Title: Trustee  
       
    Karol A. Foss Irrevocable Grandchildren’s Trust  
    /s/ Jill Foss Watson  
    Name: Jill Foss Watson  
    Title: Trustee  
       
    Jill Foss Watson 2016 Grantor Retained Annuity Trust  
    /s/ Jill Foss Watson  
   

Name: Jill Foss Watson

Title: Trustee

  
       
   

Jill Foss Watson 2014 Children's Trust FBO Gwyneth Ellen Watson

  
    /s/ Todd Watson  
   

Name: Todd Watson

Title: Trustee
       
   

Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson

  
    /s/ Todd Watson  
   

Name: Todd Watson

Title: Trustee

  
       
    The Pathways Foundation  
    /s/ Jill Foss Watson  
    Name: Jill Foss Watson  
    Title: Trustee  
       
    Jill Foss Watson  
    /s/ Jill Foss Watson  
    Jill Foss Watson, Individually