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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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Robert J. Francescon
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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381,303(1)
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6
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SHARED VOTING POWER
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1,292,793(2)
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7
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SOLE DISPOSITIVE POWER
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381,303(1)
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8
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SHARED DISPOSITIVE POWER
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1,292,793(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,674,096(1)(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.0%(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Consists of 41,370 shares of Common Stock held directly by Robert J. Francescon, 250,000 shares of Common Stock held by the Robert Francescon Roth IRA and an aggregate of 89,933 shares of Common Stock issuable upon the vesting of
restricted stock units within 60 days of December 31, 2020. Does not include up to 104,477 shares of Common Stock issuable on February 4, 2021 upon the vesting of a performance share unit award based on the accomplishment of an adjusted
pre-tax income goal for a three-year performance period from January 1, 2018 to December 31, 2020.
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(2) |
These shares are held by RJF Century, LLC. Robert J. Francescon, the sole member of RJF Century, LLC, has sole voting and dispositive power over the shares held by RJF Century, LLC.
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(3) |
This percentage is based on 33,350,633 shares of Common Stock of the Issuer outstanding as of October 27, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as filed with
the Securities and Exchange Commission on October 29, 2020.
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1
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NAMES OF REPORTING PERSONS
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RJF Century, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Colorado
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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1,292,793(1)
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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1,292,793(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,292,793(1)
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.9%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO |
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(1) |
These shares are held by RJF Century, LLC. Robert J. Francescon, the sole member of RJF Century, LLC, has sole voting and dispositive power over the shares held by RJF Century, LLC.
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(2) |
This percentage is based on 33,350,633 shares of Common Stock of the Issuer outstanding as of October 27, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as filed with
the Securities and Exchange Commission on October 29, 2020.
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(a) |
Name of Issuer:
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(b) |
Address of Issuer’s principal executive offices:
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(a) |
Name of persons filing:
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(b) |
Address or principal business office or, if none, residence:
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(c) |
Citizenship:
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(d) |
Title of class of securities:
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(e) |
CUSIP No.:
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
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(a)
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☐ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company, as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person, in accordance with §240.13d-1(b)(ii)(G).
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(h)
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☐ |
A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐ | A church plan, that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
(j)
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☐ |
A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240. 13d-1(b)( 1)(ii)(J), please specify the type of institution:
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Item 4. |
Ownership.
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Item 5. |
Ownership of 5 Percent or Less of a Class.
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8. |
Identification and Classification of Members of the Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications.
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Dated: January 27, 2021
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/s/ Robert J. Francescon
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Robert J. Francescon
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RJF Century, LLC
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By:
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/s/ Robert J. Francescon
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Name: Robert J. Francescon
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Title: Sole Member
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/s/ Robert J. Francescon
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Robert J. Francescon
|
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RJF Century, LLC
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By:
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/s/ Robert J. Francescon
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Name: Robert J. Francescon
|
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Title: Sole Member
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