Blueprint
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)
RPC,
Inc.
|
(Name
of Issuer)
|
Common
Stock, $.10 Par Value
|
(Title
of Class of Securities)
|
749660
10 6
|
(CUSIP
Number)
|
Stephen
D. Fox
Arnall
Golden Gregory LLP171 17th Street NW, Suite
2100
Atlanta,
GA 30363
(404)
473-8500
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
August
1, 2017, February 16, 2018, and May 1, 2018
|
(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 Rule 13d-1(e), 13d-1(f) or
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).
1
|
Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person
R.
Randall Rollins
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds
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
|
|
7
|
Sole
Voting Power
1,101,241
|
|
8
|
Shared
Voting Power
146,163,194*
|
|
9
|
Sole
Dispositive Power
1,101,241
|
|
10
|
Shared
Dispositive Power
146,163,194*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
147,264,435*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☒
|
13
|
Percent
of Class Represented by Amount in Row (11)
68.6
percent*
|
|
14
|
Type of
Reporting Person
IN
|
|
*
Includes 3,505,614 shares of Company Common Stock
held in two charitable trusts of which he is a co-trustee and as to
which he shares voting and investment power. Also includes
129,876,265 shares of Company Common Stock held by RFPS Management
Company II, L.P., a Georgia limited partnership. The general
partner of RFPS Management Company II, L.P. is RFA Management
Company, LLC, a Georgia limited liability company, the manager of
which is LOR, Inc., a Georgia corporation. Mr. R. Randall
Rollins is an officer and director of LOR, Inc. Mr. R. Randall
Rollins and Mr. Gary W. Rollins have voting control of LOR,
Inc. Also includes 11,292,525 shares of Company Common Stock held
by RFT Investment Company, LLC. LOR, Inc., is the manager of RFT
Investment Company, LLC. Also includes 1,228,400 shares of Company
Common Stock held by RFPS Investments II, L.P., a Georgia limited
partnership. LOR Investment Company, LLC, a Georgia limited
liability company, is the general partner of RFPS Investments II,
L.P. LOR, Inc., holds fifty percent of all voting interests in
LOR Investment Company, LLC. Also includes 260,390 shares of
Company Common Stock held by his wife, as to which Mr. R.
Randall Rollins disclaims any beneficial
interest.
1
|
Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person
Gary W.
Rollins
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds
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
|
|
7
|
Sole
Voting Power
4,266,295
|
|
8
|
Shared
Voting Power
145,905,774*
|
|
9
|
Sole
Dispositive Power
4,266,295
|
|
10
|
Shared
Dispositive Power
145,905,774*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
150,172,069*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
69.9
percent*
|
|
14
|
Type of
Reporting Person
IN
|
|
*
Includes
3,505,614 shares of Company Common Stock held in two charitable
trusts of which he is co-trustee and as to which he shares voting
and investment power. Also includes 129,876,265 shares of Company
Common Stock held by RFPS Management Company II, L.P., a Georgia
limited partnership. The general partner of RFPS Management Company
II, L.P., is RFA Management Company, LLC, a Georgia limited
liability company, the manager of which is LOR, Inc., a Georgia
corporation. Mr. Gary W. Rollins is an officer and director of
LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins
have voting control of LOR, Inc. Also includes 11,292,525 shares of
Company Common Stock held by RFT Investment Company, LLC, a Georgia
limited liability company. LOR, Inc., is the manager of RFT
Investment Company, LLC. Also includes 1,228,400 shares of the
Company Common Stock held by RFPS Investments II, L.P., a Georgia
limited partnership. LOR Investment Company, LLC, a Georgia limited
liability company, is the general partner of RFPS Investments II,
L.P. LOR, Inc., holds fifty percent of all voting interests in
LOR Investment Company, LLC. Also includes 2,970 shares of Company
Common Stock held by his wife, as to which Mr. Gary W. Rollins
disclaims any beneficial interest.
1
|
Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person
RFPS
Management Company II, L.P.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds
AF, WC,
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
|
|
7
|
Sole
Voting Power
129,876,265
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
129,876,265
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
129,876,265
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
60.5
percent
|
|
14
|
Type of
Reporting Person
PN
|
|
1
|
Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person
RFA
Management Company, LLC
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds
AF, WC,
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
|
|
7
|
Sole Voting
Power
0
|
|
8
|
Shared
Voting Power
129,876,265*
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
129,876,265*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
129,876,265*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
60.5
percent*
|
|
14
|
Type of
Reporting Person
OO
|
|
*
Includes
129,876,265 shares held by RFPS Management Company II, L.P. (the
“Partnership”). The reporting person is the general
partner of the Partnership.
1
|
Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person
RFPS
Investments II, L.P.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds
AF, WC,
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
|
|
7
|
Sole
Voting Power
1,228,400
|
|
8
|
Shared
Voting Power
129,876,265*
|
|
9
|
Sole
Dispositive Power
1,228,400
|
|
10
|
Shared
Dispositive Power
129,876,265*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
131,104,665*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
61.0
percent*
|
|
14
|
Type of
Reporting Person
PN
|
|
*
Includes
129,876,265 shares held by RFPS Management Company II, L.P. (the
“Partnership”). The reporting person is a limited
partner of the Partnership.
1
|
Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person
LOR,
Inc.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds
AF, WC,
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
|
|
7
|
Sole Voting
Power
0
|
|
8
|
Shared
Voting Power
142,397,190*
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
142,397,190*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
142,397,190*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
66.3
percent*
|
|
14
|
Type of
Reporting Person
CO
|
|
*
Includes
129,876,265 shares held by RFPS Management Company II, L.P. (the
“Partnership”) and 11,292,525 shares held by RFT
Investment Company, LLC (“RFT”). Also includes
1,228,400 shares held by RFPS Investments II, L.P., of which LOR
Investment Company, LLC (“LORIC”) is the general
partner. The reporting person is the manager of the general partner
of the Partnership, the manager of RFT and a voting member of
LORIC.
1
|
Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person
LOR
Investment Company, LLC
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds
AF, WC,
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
|
|
7
|
Sole Voting
Power
0
|
|
8
|
Shared
Voting Power
131,104,665*
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
131,104,665*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
131,104,665*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
61.0
percent*
|
|
14
|
Type of
Reporting Person
OO
|
|
*
Includes
129,876,265 shares held by RFPS Management Company II, L.P. (the
“Partnership”). The reporting person is the general
partner of the limited partner of the Partnership. Also includes
1,228,400 shares held by RFPS Investments II, L.P. of which the
reporting person is the general partner.
1
|
Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person
RFT
Investment Company, LLC
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds
AF, WC,
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
|
|
7
|
Sole
Voting Power
11,292,525
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
11,292,525
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
11,292,525
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
5.3
percent
|
|
14
|
Type of
Reporting Person
OO
|
|
Item 1.
Security and Issuer
This
Amendment No. 11 to Schedule 13D relates to the common stock, $0.10
par value per share (the “Common Stock”), of RPC, Inc.,
a Delaware corporation (the “Company”). The original
Schedule 13D was filed on November 8, 1993, as amended by Amendment
No. 1 filed on March 5, 1996, Amendment No. 2 filed on January 10,
2003, Amendment No. 3 filed on May 1, 2003, Amendment No. 4 filed
on October 14, 2003, Amendment No. 5 filed on December 14, 2006,
Amendment No. 6 filed on August 3, 2007, Amendment No. 7 filed on
August 29, 2007, Amendment No. 8 filed on November 20, 2007,
Amendment No. 9 filed on January 25, 2013, and Amendment No. 10
filed on December 11, 2014 (collectively, the “Schedule 13D,
as amended”). The principal executive office of the Company
is located at:
|
|
2801
Buford Highway NE, Suite 300
|
|
|
Atlanta,
Georgia 30329
|
Item 2.
Identity and Background
1.
(a)
R. Randall Rollins is a reporting person
filing this statement.
(b)
2170 Piedmont Road,
N.E., Atlanta, Georgia 30324.
(c)
Chairman of the
Board of the Company, engaged in the business of oil and gas field
services, the business address of which is 2801 Buford Highway,
Suite 300, Atlanta, Georgia 30329. Chairman of the Board of Marine
Products Corporation, engaged in the business of boat
manufacturing, the business address of which is 2801 Buford
Highway, Suite 300, Atlanta, Georgia 30329. Chairman of the Board
of Rollins, Inc., engaged in the provision of pest and termite
control services, the business address of which is 2170 Piedmont
Road, N.E., Atlanta, Georgia 30324.
2.
(a)
Gary W. Rollins is a reporting person
filing this statement.
(b)
2170 Piedmont Road,
N.E., Atlanta, Georgia 30324.
(c)
Vice Chairman and
Chief Executive Officer of Rollins, Inc., engaged in the provision
of pest and termite control services, the business address of which
is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.
3.
RFPS Management
Company II, L.P. is a reporting person filing this statement. It is
a Georgia limited partnership, and its principal business address
is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE,
Atlanta, Georgia 30329. Its principal business is to serve as a
private investment holding company.
4.
RFA Management
Company, LLC is a reporting person filing this statement. It is a
Georgia limited liability company, and its principal business
address is 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its
principal business is to serve as a family office investment
manager.
5.
RFPS Investments
II, L.P. is a reporting person filing this statement. It is a
Georgia limited partnership, and its principal business address is
c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta,
Georgia 30329. Its principal business is to serve as a private
investment holding company.
6.
LOR, Inc. is a
reporting person filing this statement. It is a Georgia
corporation, and its principal business address is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329. Its principal business is to serve as a private investment
holding company.
7.
LOR Investment
Company, LLC is a reporting person filing this statement. It is a
Georgia limited liability company, and its principal business
address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way
NE, Atlanta, Georgia 30329. Its principal business is to serve as a
private investment holding company.
8.
RFT Investment
Company, LLC is a reporting person filing this statement. It is a
Georgia limited liability company, and its principal business
address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way
NE, Atlanta, Georgia 30329. Its principal business is to serve as a
private investment holding company.
9.
(a)
Thomas Hamilton
Claiborne is a director of LOR, Inc., which is a reporting person
filing this statement.
(b)
15 Ellensview Ct.,
Richmond, VA 23226.
(c)
Managing Director,
Mary Oppenheimer Daughters Holdings Limited, the business address
of which is Mary Oppenheimer Daughters Holdings Limited,
2nd Floor Cycle
360 House, Isle of Man Business Park, Douglas, Isle of Man IM2
2QZ.
10.
(a)
Amy R. Kreisler is
a director of LOR, Inc., which is a reporting person filing this
statement
(b)
1908 Cliff Valley
Way NE, Atlanta, GA 30329.
(c)
Executive
Director—The O. Wayne Rollins Foundation and The Ma-Ran
Foundation (private charitable entities), the business address of
which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
11.
(a)
Paul Morton is a director of LOR, Inc.,
which is a reporting person filing this
statement.
(b)
3620 Happy Valley
Road, Suite 202, Lafayette, CA 94549.
(c)
Managing Director,
Morton Management LLC, the business address of which is 3620 Happy
Valley Road, Suite 202, Lafayette, CA 94549.
12.
(a)
Pamela R. Rollins
is a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
1908 Cliff Valley
Way NE, Atlanta, GA 30329.
(c)
Board member for
Young Harris College. Board member of National Monuments Foundation
and the O. Wayne Rollins Foundation, the business address of which
is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
13.
(a)
Timothy C. Rollins is a director of LOR,
Inc., which is a reporting person filing this
statement.
(b)
1908 Cliff Valley
Way NE, Atlanta, GA 30329.
(c)
Vice President of
Rollins Investment Company (management services), the business
address of which is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
Item 3.
Source and Amount of Funds or Other Consideration
See the
Schedule 13D, as amended for historical information. RFPS
Investments II, LP purchased 193,400 shares of Company common stock
on December 11, 2014 at a weighted average purchase price of
$12.1969 per share. RFPS Management Company II, LP purchased
370,000 shares of Company common stock on December 12, 2014 at a
weighted average purchase price of $11.9809 per share, and
purchased an additional 45,800 shares on December 15, 2014 at a
weighted average purchase price of $12.1059 per share. The source
of the funds used for these purchases was working capital. Mr. R.
Randall Rollins generally receives annual grants of restricted
stock from the Company as compensation for his service as Chairman
of the Board.
Item 4.
Purpose of Transaction
See the
Schedule 13D, as amended, for historical information. All
acquisitions described in Item 3 above were for investment
purposes. In addition to the acquisitions described in Item 3
above, any material increase in the percentage ownership of the
Company’s common stock by the reporting persons has been
primarily due to repurchases of Company common stock under the
Company’s publicly announced repurchase plans. The reporting persons and other persons listed in
Item 2 may make additional open market purchases or sales, or
engage in estate planning or other transactions in Company common
stock, from time to time.
The
reporting persons and the other persons listed in Item 2 have no
present intent to take any action that would result
in:
(a)
the
acquisition by any person of additional securities of the Company
or the disposition of securities of the Company;
(b)
an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any
subsidiary thereof;
(c)
a sale
or transfer of a material amount of assets of the Company or any
subsidiary thereof;
(d)
any
change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(e)
any
material change in the present capitalization or dividend policy of
the Company;
(f)
any other material
change in the Company’s business or corporate
structure;
(g)
any
changes in the Company’s charter, bylaws, or instruments
corresponding thereto, or other actions which may impede the
acquisition of control of the Company by any person;
(h)
causing
a class of securities of the Company to be delisted from a national
securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i)
a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j)
any
action similar to any of those enumerated above.
Notwithstanding
the foregoing, the reporting persons and the other persons listed
in Item 2 will continue to review their investment in the Company,
and reserve the right to change their intentions with respect to
any or all of such matters.
Item 5.
Interest in Securities of the Issuer
(a)-(b)
See the cover pages
to this Amendment.
Mr.
Thomas Claiborne does not beneficially own any shares of Company
common stock.
Ms. Amy
R. Kreisler beneficially owns 4,739,014 shares of Company common
stock (2.2%). She has sole voting and dispositive power with
respect to 5,000 shares, and shared voting and dispositive power
with respect to 4,734,014 shares. These shares include 1,228,400
shares of Company common stock held by RFPS Investments II, L.P.
Ms. Kreisler holds a voting interest in LOR Investment
Company, LLC, the general partner of RFPS Investments II, L.P. Also
includes 3,505,614 shares of Company Common Stock held in two
charitable trusts of which she is a co-trustee or Executive
Director. Excludes 734,966 shares of Company Common Stock held
indirectly through a family limited partnership, of which
Ms. Kreisler is a general partner.
Mr.
Paul Morton beneficially owns 750 shares of Company common stock
(0.0%) as to which shares he has sole voting and dispositive
power.
Ms.
Pamela R. Rollins beneficially owns 2,101,013 shares of Company
common stock (1.0%). She has sole voting and dispositive power with
respect to 10,000 shares, and shared voting and dispositive power
with respect to 2,091,013 shares. These shares include 1,228,400
shares of Company Common Stock held by RFPS Investments II, L.P.
Ms. Rollins holds a voting interest in LOR Investment Company,
LLC, the general partner of RFPS Investments II, L.P. Also includes
862,613 shares of Company Common Stock held in a charitable trust
of which she is a co-trustee. Excludes 734,966 shares of Company
Common Stock held indirectly through a family limited partnership,
of which Ms. Rollins is a general partner.
Mr.
Timothy C. Rollins beneficially owns 1,228,400 shares of Company
common stock (0.0%). He has sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 1,228,400 shares. These shares include 1,228,400
shares of Company Common Stock held by RFPS Investments II, L.P.
Mr. Rollins holds a voting interest in LOR Investment Company,
LLC, the general partner of RFPS Investments II, L.P. Excludes
734,966 shares of Company Common Stock held indirectly through a
family limited partnership, of which Mr. Rollins is a general
partner.
(c)
The following
transactions were effected by the reporting persons within 60 days
prior to February 16, 2018:
●
Mr.
R. Randall Rollins and Mr. Gary W. Rollins held an indirect
interest in the trustee of the general partner (the "Partner") of a
limited partnership (the “Limited Partnership”) that
owned 727,050 shares of common stock of the Company, together with
a portfolio of other significant assets. On December 31, 2017, the
Partner sold all of its partnership interests in the Limited
Partnership for an estimated aggregate purchase price of
$102,700.
●
On
January 22, 2018, Mr. R. Randall Rollins had 5,174 shares of
Company common stock withheld to pay taxes in connection with the
vesting of restricted stock.
●
On
January 23, 2018, Mr. R. Randall Rollins received a grant of 45,000
shares of restricted stock from the Company as compensation for his
service as Chairman of the Board of Directors.
●
On
January 24, 2018, Mr. R. Randall Rollins had 4,553 shares of
Company common stock withheld to pay taxes in connection with the
vesting of restricted stock.
●
On
January 26, 2018, Mr. R. Randall Rollins had 16,458 shares of
Company common stock withheld to pay taxes in connection with the
vesting of restricted stock.
There
were no transactions in Company common stock effected by the
reporting persons or the other persons listed in Item 2 within 60
days of August 1, 2017, May 1, 2018 or the date hereof. There were
no transactions by the other reporting persons or the non-reporting
persons listed in Item 2 within 60 days prior to February 16,
2018.
Item 6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There
are no such contracts, arrangements, understandings, or
relationships with respect to any securities of the Company,
including but not limited to transfer or voting of any of such
securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of
proxies.
Item 7.
Material to be Filed as Exhibits
(A)
Agreement of filing
persons relating to filing of joint statement per Rule
13d-1(k).
Signature.
After
reasonable inquiry each of the undersigned certifies that to the
best of his knowledge and belief the information set forth in this
statement is true, complete and correct.
RFPS MANAGEMENT COMPANY II, L.P.
By: RFA MANAGEMENT COMPANY, LLC, General Partner
By: LOR, INC., Manager
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
RFT INVESTMENT COMPANY, LLC
By: LOR, INC., Manager
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
RFA MANAGEMENT COMPANY, LLC
By: LOR, INC., Manager
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
RFPS INVESTMENTS II, L.P.
By: LOR INVESTMENT COMPANY, LLC, General
Partner
By: LOR, INC., Class A Member
By: :/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
LOR INVESTMENT COMPANY, LLC
By: LOR, INC., Class A Member
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
LOR, INC.
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
/s/ R.
Randall Rollins R. RANDALL
ROLLINS
|
Date:
8/1/19
|
/s/
Gary W.
Rollins
GARY W. ROLLINS
|
Date:
8/2/19
|
EXHIBIT A
The
undersigned each hereby certifies and agrees that the above
Amendment to Schedule 13D concerning securities issued by RPC, Inc.
is being filed on behalf of each of the undersigned.
RFPS MANAGEMENT COMPANY II, L.P.
By: RFA MANAGEMENT COMPANY, LLC, General Partner
By: LOR, INC., Manager
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
RFT INVESTMENT COMPANY, LLC
By: LOR, INC., Manager
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
RFA MANAGEMENT COMPANY, LLC
By: LOR, INC., Manager
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
RFPS INVESTMENTS II, L.P.
By: LOR INVESTMENT COMPANY, LLC, General
Partner
By: LOR, INC., Class A Member
By: :/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
LOR INVESTMENT COMPANY, LLC
By: LOR, INC., Class A Member
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
LOR, INC.
By:/s/ R. Randall Rollins
R.
Randall Rollins, President
|
Date:
8/1/19
|
/s/ R.
Randall Rollins R. RANDALL
ROLLINS
|
Date:
8/1/19
|
/s/
Gary W.
Rollins
GARY W. ROLLINS
|
Date:
8/2/19
|