Amended Statement of Beneficial Ownership (sc 13d/a)
December 06 2016 - 11:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
PREFORMED
LINE PRODUCTS COMPANY
(Name of Issuer)
Common Shares, $2 par value per share
(Title of Class of Securities)
740444 10 4
(CUSIP
Number)
Caroline S. Vaccariello
Preformed Line Products Company
660 Beta Drive
Mayfield
Village, OH 44143
(440) 461-5200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 15, 2016
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b)
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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1
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NAME
OF REPORTING PERSON
Randall M. Ruhlman
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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
USA
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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
166,266
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8
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SHARED VOTING POWER
1,332,084
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9
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SOLE DISPOSITIVE POWER
166,266
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10
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SHARED DISPOSITIVE POWER
1,332,084
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,498,350
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11
29.26%
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14
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TYPE OF REPORTING PERSON
(see
instructions)
IN
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EXPLANATORY NOTE
Randall M. Ruhlman (the Reporting Person) filed a Schedule 13D relating to the Common Shares, $2 par value per share (Common
Shares), of Preformed Line Products Company (the Company), an Ohio corporation, with principal offices at 660 Beta Drive, Mayfield Village, Ohio 44143, in March 2004, which has been further amended by Schedule 13D/A filings in
February 2005, September 2006, December 2008, March 2013 and October 2016. All previous Schedule 13D filings by the Reporting Person are collectively referred to herein as the Schedule 13D.
This Amendment No. 6 to the Schedule 13D (this Amendment) amends the Items included below in the Schedule 13D.
Item 3.
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Source and Amount of Funds and Other Consideration.
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This Amendment is being filed by
the Reporting Person to report an increase in the Reporting Persons beneficial ownership of the Common Shares in connection with the transfer of shares for no consideration from Barbara P. Ruhlman to the Barbara P. Ruhlman Revocable Trust
dated 9/21/16 of which the Reporting Person is a co-Trust Advisor.
Item 4.
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Purpose of the Transaction.
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The increase in shares that may be deemed to be
beneficially owned by the Reporting Person reported in this Amendment resulted from the transfer of such shares for no consideration for estate planning purposes from Barbara P. Ruhlman to the Barbara P Ruhlman Revocable Trust dated 9/21/16 of which
the Reporting Person is a co-Trust Advisor.
Except as otherwise described in this Schedule 13D, the Reporting Person does not have any
plans or proposals which relate to or would result in any of the events or matters described in clauses (a) through (j) of Item 4 to Schedule 13D. The Reporting Person reserves the right to formulate plans and/or make proposals, and
take such actions with respect to their investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is amended and
restated in its entirety as follows:
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(a)
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The Reporting Person beneficially owns 1,498,350 Common Shares, or 29.26%.
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(b)
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The Reporting Person has sole voting and dispositive power with respect to 166,266 Common Shares.
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The Reporting Person has shared voting and dispositive power with respect to 1,332,084 Common Shares, which includes (i) 46,656 Common
Shares held in a trust for the benefit of the Reporting Person and his children and of which the Reporting Person and Robert G. Ruhlman serve as co-trustees, (ii) 34,656 Common Shares held in a trust for the benefit of Robert G. Ruhlman and his
children and of which the Reporting Person and Robert G. Ruhlman serve as co-trustees, (iii) 400,452 Common Shares held in the Ethel B. Peterson Trust of which KeyCorp is the trustee and for which the Reporting Person and Robert G. Ruhlman act
as co-Trust Advisors, (iv) 22,500 Common Shares held in the Irrevocable Trust between Barbara P. Ruhlman and Bernard L. Karr of which Bernard L. Karr is the trustee and for which the Reporting Person and Robert G. Ruhlman act as co-Trust
Advisors, and (v) 827,820 Common Shares held in the Barbara P Ruhlman Revocable Trust dated 9/21/16 of which Bernard L. Karr is the trustee and for which the Reporting Person and Robert G. Ruhlman act as co-Trust Advisors.
Robert G. Ruhlman serves as Chairman of the Board of Directors, President and Chief Executive
Officer of the Company. His business address is Preformed Line Products Company, 660 Beta Drive, Mayfield Village, Ohio 44143. During the last five years, Robert G. Ruhlman has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, Robert G. Ruhlman has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Robert G. Ruhlman is a citizen of the United
States.
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(d)
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The Reporting Person, based on his percentage ownership of the Common Shares to which this statement relates, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from, any sale
of such Common Shares. The Reporting Person holds interests that exceed 5% of the Common Shares.
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The percentages of Common Shares held set forth herein are based on 5,120,394
Common Shares outstanding as of November 1, 2016.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 6, 2016
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By:
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/s/ Randall M. Ruhlman
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Randall M. Ruhlman
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