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Rule 13d-1(b)
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Rule 13d-1(c)
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[x] |
Rule 13d-1(d)
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1 |
NAMES OF REPORTING PERSONS
Scott M. Quist
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) G
(b) G
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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
U.S.A. Citizen
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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
Class A common stock – 0 shares (1)
Class C common stock – 1,242,797 shares (2)(3)
(Class C common stock is convertible into Class A common stock at the ratio of one share of Class C common stock to one share of Class A common stock)
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6
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SHARED VOTING POWER
Class A common stock – 3,434,135 shares
(2,024,565 shares as trustee of issuer’s 401(k) Retirement Savings Plan; 495,618 shares as trustee of issuer’s Employee Stock Ownership Plan (ESOP); 832,917 shares as
trustee of issuer’s Non-Qualified Deferred Compensation Plan; and 81,035 shares as managing partner of Associated Investors)
Class C common stock – 434,018 shares (2)(3)
(307,491 shares as trustee of issuer’s Employee Stock Ownership Plan (ESOP) and 126,527 shares as managing partner of Associated Investors)
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7
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SOLE DISPOSITIVE POWER
Class A common stock – 0 shares (1)
Class C common stock – 1,242,797 shares (2)
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8
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SHARED DISPOSITIVE POWER
Class A common stock – 3,434,135 shares
(2,024,565 shares as trustee of issuer’s 401(k) Retirement Savings Plan; 495,618 shares as trustee of issuer’s Employee Stock Ownership Plan (ESOP); 832,917 shares as
trustee of issuer’s Non-Qualified Deferred Compensation Plan; and 81,035 shares as managing partner of Associated Investors)
Class C common stock – 434,018 shares
(307,491 shares as trustee of issuer’s Employee Stock Ownership Plan (ESOP) and 126,527 shares as managing partner of Associated Investors)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Class A common stock and 1,242,797 shares of Class C common stock (Class C common stock is convertible into Class A common stock at the ratio of one share of Class C common stock
to one share of Class A common stock)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable.
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Class A common stock – 8.1% (1) (4); Class C common stock – 55.1% (2)
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12
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TYPE OF REPORTING PERSON
IN
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(1) |
Does not include a total of 336,206 shares of Class A common stock owned indirectly by the reporting person, which consists of 233,192 shares of Class A common stock in the 401(k) Retirement Savings Plan, 6,197
shares of Class A common stock for the Employee Stock Ownership Plan (ESOP), and 96,817 shares of Class A common stock in the Non-Qualified Deferred Compensation Plan, as to which the reporting person exercises shared voting and
dispositive powers.
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(2) |
Does not include a total of 105,690 shares of Class C common stock owned indirectly by the reporting person, which consists of 68,020 shares of Class C common stock in the Employee Stock Ownership Plan (ESOP)
and 37,670 shares of Class C common stock in Associated Investors, as to which the reporting person exercises shared voting and dispositive powers.
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(3) |
Each share of Class C common stock has ten votes. Thus, 1,242,797 shares of Class C common stock have 12,427,970 votes.
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(4) |
Assumes that 1,242,797 shares of Class C common stock that the reporting person beneficially owns and 105,690 shares of Class C common stock that the reporting person indirectly owns are converted into a total
of 1,348,437 shares of Class A common stock, which would result in the reporting person becoming the beneficial owner of 1,348,437 shares of Class A common stock, or 8.1% of the then outstanding shares of Class A common stock.
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(a)
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Name of Issuer
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(b)
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Address of Issuer's Principal Executive Offices
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(a) |
Name of Person Filing
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(b) |
Address of Principal Business Office or, if none, Residence
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(c)
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Citizenship
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(d)
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Title of Class of Securities
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(e)
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CUSIP Number
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(a) ___ |
Broker or Dealer registered under Section 15 of the Act
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(b) ___ |
Bank as defined in Section 3(a)(6) of the Act
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(c) ___ |
Insurance Company as defined in Section 3(a)(19) of the Act
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(d) ___ |
Investment Company registered under Section 8 of the Investment Company Act of 1940.
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(e) ___ |
An investment adviser in accordance with Section 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 Section 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 Section 240.13d-1(b)(1)(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(6)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
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(j) ___ |
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)
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(a) |
Amount Beneficially Owned as of December 31, 2019
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(b) |
Percent of Class
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(c) |
Number of shares as to which such person has:
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(i) |
sole power to vote or to direct the vote:
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(ii) |
shared power to vote or to direct the vote:
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(iii) |
sole power to dispose or to direct the disposition of:
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(iv) |
shared power to dispose or to direct the disposition of:
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(1)
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Does not include a total of 336,206 shares of Class A common stock owned indirectly by the reporting person, which consists of
233,192 shares of Class A common stock in the 401(k) Retirement Savings Plan, 6,197 shares of Class A common stock for the Employee Stock Ownership Plan (ESOP), and 96,817 shares of Class A common stock in the Non-Qualified Deferred
Compensation Plan, as to which the reporting person exercises shared voting and dispositive powers.
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(2) |
Does not include a total of 105,690 shares of Class C common stock owned indirectly by the reporting person, which consists of 68,020 shares of Class C common stock in the Employee Stock Ownership Plan (ESOP)
and 37,670 shares of Class C common stock in Associated Investors, as to which the reporting person exercises shared voting and dispositive powers.
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(3) |
Each share of Class C common stock has ten votes. Thus, 1,242,797 shares of Class C common stock have 12,427,970 votes.
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(4) |
Assumes that 1,242,797 shares of Class C common stock that the reporting person beneficially owns and 105,690 shares of Class C common stock that the reporting person indirectly owns are converted into a total
of 1,348,437 shares of Class A common stock, which would result in the reporting person becoming the beneficial owner of 1,348,437 shares of Class A common stock, or 8.1% of the then outstanding shares of Class A common stock.
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Item 5. |
Ownership of Five Percent or Less of a Class
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Item 6. |
Ownership of More than Five 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
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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. |
Certification
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