rpc_sc13da
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 15)*
|
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)
|
|
February
9, 2021 and March 4, 2021
|
|
(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).
|
CUSIP
No. 749660 10 6
|
Page
2 of
22
|
|
1
|
Name of
Reporting Person
Gary W.
Rollins
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Fund2
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
5,199,461
|
|
|
8
|
Shared
Voting Power
134,704,139
*
|
|
|
9
|
Sole
Dispositive Power
5,199,461
|
|
|
10
|
Shared
Dispositive Power
134,704,139*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
139,903,600*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
64.8
percent*
|
|
|
14
|
Type of
Reporting Person
IN
|
|
*
Includes the
following shares of Company common stock: (a) 515,542 shares of the
Company Common Stock held in a charitable trust of which he is a
co-trustee and as to which he shares voting and investment power;
(b) 84,500,924 shares held by
LOR, Inc., a Georgia corporation, (Mr.
Gary W. Rollins is an officer and director of LOR, Inc., and has a
50% voting interest in it.); (c) 11,292,525 shares held by RFT Investment Company, LLC (LOR,
Inc. is the manager of RFT Investment Company, LLC); (d) 101,510
shares held by LOR Investment Company, LLC, a Georgia limited
liability company, (LOR Investment Company, LLC is member managed,
and LOR, Inc. holds a majority of all voting interests in LOR
Investment Company, LLC) (e) 2,544,785 shares held by Rollins
Holding Company, Inc., a Georgia corporation (Mr. Gary W. Rollins
is an officer and director of Rollins Holding Company, Inc., and
has a 50% voting interest in it.), (f) 15,677,032 shares held by
RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the
managing member of RCTLOR, LLC), (g) 889,242 shares held by
RFA Management Company, LLC, a Georgia limited liability company,
the manager of which is LOR, Inc.; (h) 572,969 shares held by 1997 RRR
Grandchildren’s Partnership, a Georgia general partnership,
the partners of which are multiple trusts benefiting the
grandchildren and more remote descendants of his deceased brother,
Mr. R. Randall Rollins (Mr. Gary W. Rollins is a trustee of each
such trust), (i) 4,815,173 shares held by WNEG Investments,
L.P., a Georgia limited partnership, (Mr. Gary Rollins is the sole
member of the sole general partner of WNEG Investments, L.P.),
(j) 3,224,505 shares held by two
revocable trusts established by Mr. Gary W. Rollins, as to each of
which he is the sole trustee; (k) 10,231,540 shares held by seven trusts (the
“Rollins Family Trusts”) for the benefit of the
children and/or more remote descendants of his deceased brother,
Mr. R. Randall Rollins; and (l) 335,422 shares held by the
R. Randall Rollins 2012 Trust. Does not include 1,068,606 shares currently held by the Estate of
R. Randall Rollins, which shares are expected to be transferred to
the R. Randall Rollins 2012 Trust (The trustee of each of the
Rollins Family Trusts and the R. Randall Rollins 2012 Trust is a
corporation over which Mr. Gary W. Rollins has the ability to
assert control within sixty days). It is expected that the R.
Randall Rollins 2012 Trust will distribute all of its Company
shares following receipt of the shares from the Estate. Also
includes 2,970 shares of
Company Common Stock held by his wife. The reporting person disclaims beneficial
ownership of these shares except to the extent of the reporting
person’s pecuniary interest.
|
CUSIP
No. 749660 10 6
|
Page 3
of 24
|
|
1
|
Name of
Reporting 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
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
889,242
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
889,242
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
889,242
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.4
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page 4
of 22
|
|
1
|
Name of
Reporting 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
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
0
|
|
|
9
|
Sole
Dispositive Power
0
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 749660 10 6
|
Page
5 of
22
|
|
1
|
Name of
Reporting Person
LOR,
Inc.
|
|
|
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
84,500,924
|
|
|
8
|
Shared
Voting Power
27,960,309*
|
|
|
9
|
Sole
Dispositive Power
84,500,924
|
|
|
10
|
Shared
Dispositive Power
27,960,309*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
112,461,233*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
52.1
percent*
|
|
|
14
|
Type of
Reporting Person
CO
|
|
*
Includes the following shares of Company common
stock: (a) 101,510 shares held
by LOR Investment Company, LLC, a Georgia limited liability
company, (LOR Investment Company, LLC is member managed, and LOR,
Inc. holds a majority of all voting interests in LOR Investment
Company, LLC); (b) 15,677,032 shares held by RCTLOR, LLC, a Georgia
limited liability company, (LOR, Inc. is the managing member of
RCTLOR, LLC); (c) 11,292,525 shares held by RFT Investment Company,
LLC, of which LOR, Inc. is the manager; and (d) 889,242 shares held
by RFA Management Company, LLC, a Georgia limited liability
company, the manager of which is LOR, Inc. The reporting person disclaims beneficial
ownership of these shares except to the extent of the reporting
person’s pecuniary interest.
|
CUSIP
No. 749660 10 6
|
Page
6 of
22
|
|
1
|
Name of
Reporting 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
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
101,510
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
101,510
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
101,510
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
7 of
22
|
|
1
|
Name of
Reporting 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
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)
5.2
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
8 of
22
|
|
1
|
Name of
Reporting Person
Rollins
Holding Company, Inc.
|
|
|
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
2,544,785
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
2,544,785
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,544,785
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.8
percent
|
|
|
14
|
Type of
Reporting Person
CO
|
|
|
CUSIP
No. 749660 10 6
|
Page 9
of 22
|
|
1
|
Name of
Reporting Person
The
Gary W. Rollins Voting Trust U/A dated September 14,
1994
|
|
|
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
1,171
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
1,171
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,171
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
10 of
22
|
|
1
|
Name of
Reporting Person
RCTLOR,
LLC
|
|
|
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
15,677,032
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
15,677,032
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
15,677,032
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
7.3
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
11 of
22
|
|
1
|
Name of
Reporting Person
1997
RRR Grandchildren’s Partnership
|
|
|
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
572,969
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
572,969
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
572,969
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.3
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 749660 10 6
|
Page
12 of
22
|
|
1
|
Name of
Reporting Person
The
Gary W. Rollins Revocable Trust
|
|
|
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
3,223,334
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
3,223,334
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
3,223,334
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.5
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
13 of
22
|
|
1
|
Name of
Reporting Person
WNEG
Investments, L.P.
|
|
|
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
4,815,173
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
4,815,173
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
4,815,173
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.2
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 749660 10 6
|
Page
14 of
22
|
Item
1.
Security and Issuer
This
Amendment No. 15 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, Amendment No. 10 filed
on December 11, 2014, Amendment No. 11 filed on August 7, 2019,
Amendment No. 12 filed on July 2, 2020, Amendment No. 13 filed on
August 21, 2020, and Amendment No. 14 filed on December 9, 2020
(collectively, the “Schedule 13D, as amended”). The
Schedule 13D, as amended, is incorporated by reference herein. 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) Gary
W. Rollins is a reporting person filing this
statement.
(b)
His principal
business address is 2170 Piedmont Road, N.E., Atlanta, Georgia
30324.
(c)
His principal
occupation is 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.
2.
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.
3.
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, prior to its dissolution and
winding up, was to serve as a private investment holding
company.
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4.
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.
5.
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.
6.
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.
7.
Rollins Holding
Company, 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.
8.
The Gary W. Rollins
Voting Trust U/A dated September 14, 1994 (the “GWR Voting
Trust”) is a reporting person filing this statement. GWR
Voting Trust is a revocable trust established by and for the
benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of
GWR Voting Trust. The principal business address of GWR Voting
Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE,
Atlanta, Georgia 30329.
9.
RCTLOR, 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.
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10.
1997 RRR
Grandchildren’s Partnership is a reporting person filing this
statement. It is a Georgia general partnership, and its principal
business address is c/o RFA Management Company, LLC, 1908 Cliff
Valley Way NE, Atlanta, Georgia 30329. It is a family investment
entity.
11.
The Gary W. Rollins
Revocable Trust is a reporting person filing this statement. It is
a revocable trust established by and for the benefit of Gary W.
Rollins. Gary W. Rollins is the sole trustee of The Gary W. Rollins
Revocable Trust. The principal business address of The Gary W.
Rollins Revocable Trust is c/o RFA Management Company, LLC, 1908
Cliff Valley Way NE, Atlanta, Georgia 30329.
12.
WNEG Investments,
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. It is a family investment entity.
13.
WNEG Management
Company, LLC is the general partner of WNEG Investments, L.P.,
which 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. It is a family investment entity, and Gary W.
Rollins is its sole manager and member.
14.
(a)
Thomas Hamilton
Claiborne is a director of LOR, Inc., which is a reporting person
filing this statement.
(b)
His address is 15
Ellensview Ct., Richmond, VA 23226.
(c)
His principal
occupation is 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.
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15.
(a)
Amy R. Kreisler is
a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
Her business
address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(c)
Her principal
occupation is Executive Director, The O. Wayne Rollins Foundation
(private charitable trust), the business address of which is 1908
Cliff Valley Way NE, Atlanta, GA 30329.
16.
(a)
Paul Morton is a
director of LOR, Inc., which is a reporting person filing this
statement.
(b)
His business
address is 3620 Happy Valley Road, Suite 202, Lafayette, CA
94549.
(c)
His principal
occupation is Managing Director, Morton Management LLC, the
business address of which is 3620 Happy Valley Road, Suite 202,
Lafayette, CA 94549.
17.
(a)
Pamela R. Rollins
is a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
Her business
address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(c)
Her principal
occupation is as Board member for Young Harris College, and 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.
18.
(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)
His principal
occupation is Vice President of Rollins Investment Company
(management services), the business address of which is 1908 Cliff
Valley Way NE, Atlanta, GA 30329.
(f)
United States.
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19.
Nine family trusts
(the “1976 RRR Trusts”) are the general partners of
1997 RRR Grandchildren’s Partnership, which is a reporting
person filing this statement. The 1976 RRR Trusts are irrevocable
trusts established by R. Randall Rollins for the benefit of his
grandchildren and more remote descendants. Gary W. Rollins is a
trustee of the 1976 RRR Trusts and exercises de facto control over
them. The principal business address of the 1976 RRR Trusts is c/o
RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta,
Georgia 30329.
20.
(a)
Donald P. Carson is
a director and the Secretary and Treasurer of LOR, Inc., which is a
reporting person filing this statement. He is also a director and
the Secretary and Treasurer of Rollins Holding Company, Inc., which
is a reporting person filing this statement.
(b)
His business
address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(c)
His principal
occupation is President, RFA Management Company, LLC, 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. On December
15, 2020 and December 18, 2020, a charitable trust of which Mr.
Gary Rollins is a co-trustee and as to which he shares voting and
investment power distributed an
aggregate of 347,071 shares to tax-exempt organizations for no
consideration. On December 22, 2020, a Rollins Family Trust
distributed 47,601 shares to its beneficiary. In connection with
its dissolution and winding up, on February 3, 2021, RFPS
Investments II, L.P. distributed its remaining 17 shares of Company
common stock proportionately to its equity holders for no
consideration. In connection with this distribution, LOR,
Inc. received 11 shares, RCTLOR, LLC received two shares, the Gary
W. Rollins Revocable Trust received one share, two Rollins Family
Trusts each received one share, and WNEG Investments, L.P. received
one share. On or about February 9, 2021, it was concluded that the
Estate of R. Randall Rollins was unlikely to distribute its shares
of Company common stock within sixty days, and as a result, Mr.
Gary Rollins does not currently beneficially own the 1,068,606 shares of Company common stock
owned by that Estate; however, it is expected that these
shares will eventually be transferred
by the Estate to the R. Randall Rollins 2012 Trust. It is expected
that the R. Randall Rollins 2012 Trust will eventually distribute
all of its Company shares to one or more trust
beneficiaries. On March 2, 2021, the 1997 RRR
Grandchildren’s Partnership made an in-kind distribution of
9,502 shares of Company common stock to one of its partners in
partial liquidation of that partner’s interest in the
partnership. On
March 4, 2021, LOR, Inc. sold 175,000 shares of Company common
stock into the open market pursuant to Rule 144 under the
Securities Act of 1933, as amended, at a weighted average price per
share of $6.477563
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Item 4.
Purpose of
Transaction
See the
Schedule 13D, as amended, and Item 3 above.
Item 4
of the Schedule 13D, as amended, is hereby supplemented with the
following:
Subject
to applicable securities laws and regulations, market conditions
and other factors, the reporting persons may sell a portion of the
shares of Company common stock beneficially owned by the reporting
persons from time to time in open market transactions pursuant to
Rule 144 under the Securities Act of 1933, as amended, and may sell
additional shares of Company common stock in privately negotiated
transactions or otherwise for liquidity, asset diversification, tax
and estate planning and charitable giving purposes. The reporting
persons may modify their current plans depending on the reporting
persons’ evaluation of various factors, including the
Company’s business prospects and financial position, other
developments concerning the Company, the price level of the Company
common stock, conditions in the securities markets and general
economic and industry conditions and other factors deemed relevant
by the reporting persons. Furthermore, the reporting persons
continue to reserve the right to formulate plans or make proposals,
and take such action with respect thereto, including any or all of
the items set forth in subsections (a) through (j) of Item 4 of
Schedule 13D and any other actions, as they may
determine.
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 5,397,860 shares of Company Common
Stock (2.5%), as to which she shares voting and dispositive power.
She has sole voting and dispositive power with respect to 2,367,228
shares and shared voting and dispositive power with respect to
3,030,632 shares. These shares include 2,643,001 shares of Company
Common Stock held in a charitable trust of which she is a
co-trustee. Also includes 387,631 shares held by the 2002 Amy R.
Kreisler Trust, as to which she currently has the power to
designate the members of the Investment Committee of the trustee.
Excludes 1,587,523 shares of Company Common Stock held indirectly
through two family limited partnerships of which Ms. Kreisler is a
general partner. Also excludes 1,068,606 shares held by the Estate
of R. Randall Rollins, as to which Ms. Kreisler is a co-executor.
Also excludes 1,171 shares held by the R. Randall Rollins Voting
Trust U/A dated August 25, 1994, as to which Ms. Kreisler is a
co-trustee.
Mr.
Paul Morton beneficially owns 1,750 shares of Company Common Stock
(0.0%) as to which shares he has sole voting and dispositive
power.
Ms.
Pamela R. Rollins beneficially owns 4,563,607 shares of Company
Common Stock (2.1%). She has sole voting and dispositive power with
respect to 1,532,975 shares, and shared voting and dispositive
power with respect to 3,030,632 shares. These shares include
2,643,001 shares of Company Common Stock held in a charitable trust
of which she is a co-trustee. Also includes 387,631 shares held by
the 2002 Pamela R. Rollins Trust, as to which she currently has the
power to designate the members of the Investment Committee of the
trustee. Excludes 1,587,523 shares of Company Common Stock held
indirectly through two family limited partnerships of which
Ms. Rollins is a general partner. Also excludes 1,068,606
shares held by the Estate of R. Randall Rollins, as to which Ms.
Rollins is a co-executor. Also excludes 1,171 shares held by the R.
Randall Rollins Voting Trust U/A dated August 25, 1994, as to which
Ms. Rollins is a co-trustee.
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Mr.
Timothy C. Rollins beneficially owns 4,065,890 shares of Company
Common Stock (1.9%). He has sole voting and dispositive power with
respect to 1,033,728 shares, and shared voting and dispositive
power with respect to 3,032,162 shares. These shares include
2,643,001 shares of Company Common Stock held in a charitable trust
of which he is a co-trustee. Also includes 1,530 shares of Company
Common Stock held by his spouse. Also includes 387,631 shares held
by the 2002 Timothy C. Rollins Trust, as to which he currently has
the power to designate the members of the Investment Committee of
the trustee. Excludes 1,587,523 shares of Company Common Stock held
indirectly through two family limited partnerships of which
Mr. Rollins is a general partner. Also excludes 1,068,606
shares held by the Estate of R. Randall Rollins, as to which Mr.
Rollins is a co-executor. Also excludes 1,171 shares held by the R.
Randall Rollins Voting Trust U/A dated August 25, 1994, as to which
Mr. Rollins is a co-trustee.
The
1976 RRR Trusts beneficially own 572,969 shares of Company Common
Stock (0.3%). They have sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 572,969 shares. These shares include 572,969 shares
of Company Common Stock held by 1997 RRR Grandchildren’s
Partnership.
WNEG
Management Company, LLC beneficially owns 4,815,172 shares of
Company Common Stock (2.2%). It has sole voting and dispositive
power with respect to zero shares, and shared voting and
dispositive power with respect to 4,815,172 shares. These shares
include 4,815,172 shares of Company Common Stock held by WNEG
Investments, L.P.
Mr.
Donald P. Carson beneficially owns 515,542 shares of Company Common
Stock (0.2%). He has sole voting and dispositive power with respect
to zero shares, and shared voting and dispositive power with
respect to 515,542 shares. These shares include 515,542 shares of
Company Common Stock held in a charitable trust of which he is a
co-trustee.
(c) Except
as noted in Item 3, no transactions in Company common stock were
effected by, or with respect to, the reporting persons and the
other persons listed in Item 2 within 60 days of the date
hereof.
(d) None.
(e) On
February 3, 2021, RFPS Investments II, L.P., in connection with its
dissolution and winding up, distributed its remaining 17 shares of Company common stock
proportionately to its equity holders for no consideration.
As a result, it ceased to own any shares of Company common stock,
ceased to be a part of the group filing this Amendment, and is no
longer the beneficial owner of in excess of 5% of the
Company’s common stock.
Item
6.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
See the
Schedule 13D, as amended, for historical information. Except as
disclosed in the Schedule 13D, as amended, 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).
See the
Schedule 13D, as amended, for historical information.
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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.
/s/
Gary W. Rollins
Date: March 4,
2021
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR Investment Company, LLC, in its capacity as General Partner
of
RFPS INVESTMENTS II, L.P., and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As Trustee of
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994, and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP, and
As Trustee of
GARY W. ROLLINS REVOCABLE TRUST, and
As Sole Manager and Member of
WNEG Management Company, LLC, in its
Capacity as General Partner of
WNEG INVESTMENTS, L.P.
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.
/s/
Gary W. Rollins
Date: March 4,
2021
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR Investment Company, LLC, in its capacity as General Partner
of
RFPS INVESTMENTS II, L.P., and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As Trustee of
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994, and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP, and
As Trustee of
GARY W. ROLLINS REVOCABLE TRUST, and
As Sole Manager and Member of
WNEG Management Company, LLC, in its
Capacity as General Partner of
WNEG INVESTMENTS, L.P.