1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David R. Parker and Jacqueline F. Parker(1)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person with
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7.
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Sole Voting Power
3,973,732(1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
3,973,732(1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,973,732(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[X]
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13.
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Percent of Class Represented by Amount in Row (11)
29.4%(2)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1) |
Shares reported are based upon the November 14, 2022, holdings of David R. Parker and Jacqueline F. Parker. Includes (i) 1,220,871 shares of Class A common stock owned
by Mr. and Mrs. Parker as joint tenants with rights of survivorship, (ii) 289,883 shares of Class A common stock held by Mr. Parker, (iii) 74,521 shares of restricted Class A common stock granted to Mr. Parker subject to certain performance
vesting and holding provisions, (iv) 38,457 shares of Class A common stock allocated to the account of Mr. Parker under the Issuer's 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Parker’s November 9, 2022,
account balance in the employer stock fund under the Issuer’s 401(k) plan divided by the closing price on such date), and (v) 2,350,000 shares of Class B common stock, which is not registered under Section 12 of the Securities Exchange Act
of 1934, but which is convertible into an equal number of shares of Class A common stock. There are no options to purchase that will be exercisable within sixty days of the date hereof.
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(2) |
The Issuer has both Class A and Class B common stock. The Class A common stock has one vote per share. The Class B common stock has two votes per share while
beneficially owned by David R. Parker, Jacqueline F. Parker, Rachel Parker-Hatchett, or Jonathan Parker. The Class B common stock is currently controlled by David and Jacqueline Parker. Each share of Class B common stock is convertible
into the same number of shares of Class A common stock (i) at any time at the election of the holder and (ii) automatically upon transfer to any person other than members of Mr. and Mrs. Parker's immediate family. As of November 2, 2022,
there were 11,144,290 shares of Class A common stock and 2,350,000 shares of Class B common stock outstanding (according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 4, 2022). The percentage
indicated is based upon 13,494,290 shares outstanding as of November 2, 2022, which includes the 2,350,000 shares of Class B common stock convertible into an equal number of shares of Class A common stock. The percentage of Class A and
Class B common stock held by the Reporting Persons was increased due to a reduction in the number of Class A shares of the Issuer outstanding as a result of stock repurchases by the Issuer. As a result of the two-class structure, Mr. and
Mrs. Parker controlled stock possessing approximately 39.9% of the voting power of all outstanding Issuer stock.
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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Item 5. |
Interest in Securities of the Issuer.
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Date
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Type of Activity
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Type of Security
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Shares
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Sale Price
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October 6, 2022
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Annuity distribution (gift) from a grantor retained annuity trust with an independent trustee to Mr. Parker
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Class A common stock
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32,567
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N/A
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits..
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Exhibit 1 |
Joint Filing Agreement, dated December 8, 2008, by and between the Reporting Persons, incorporated by reference to Exhibit 1 of Schedule 13D filed with the Securities and Exchange Commission on December 8, 2008.
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DAVID R. PARKER, individually
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/s/ David R. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
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JACQUELINE F. PARKER, individually
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/s/ Jacqueline F. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
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Dated: November 14, 2022
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