Amended Statement of Beneficial Ownership (sc 13d/a)

Date : 08/05/2019 @ 6:04PM
Source : Edgar (US Regulatory)
Stock : Farmer Brothers Company (FARM)
Quote : 16.75  0.0 (0.00%) @ 12:02PM
Farmer Brothers share price Chart

Amended Statement of Beneficial Ownership (sc 13d/a)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

(Amendment No. 1) 1

 

 

 

Farmer Bros. Co.

(Name of Issuer)

 

Common Stock, $1.00 par value per share

(Title of Class of Securities)

 

307675108

(CUSIP Number)

 

JEANNE FARMER GROSSMAN

SUJATA WIESE

DRINKER BIDDLE & REATH LLP

1800 Century Park East, Suite 1500

Los Angeles, California 90067

(310) 203-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 16, 2019

 

 

 

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1   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

 

Jeanne Grossman Living 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 ITEM 2(d) OR 2(e)  

    

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

618,439

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

618,439

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

618,439

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

    

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.6%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

1964 Jeanne Ann Farmer Grossman 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 ITEM 2(d) OR 2(e)  

    

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

6,050

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

6,050

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,050

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

    

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Less than 1%

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

1969 Jeanne Ann Farmer Grossman 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 ITEM 2(d) OR 2(e)  

    

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

70,460

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

70,460

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

70,460

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Less than 1%

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

1972 Jeanne Ann Farmer Grossman 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 ITEM 2(d) OR 2(e)  

    

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

24,000

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

24,000

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Less than 1%

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

1987 Roy F Farmer Trust II

  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 ITEM 2(d) OR 2(e)  

    

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

65,930

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

65,930

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

65,930

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

    

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Less than 1%

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

1988 Roy F Farmer Trust II

  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 ITEM 2(d) OR 2(e)  

    

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

5,060

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

5,060

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,060

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

    

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Less than 1%

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

1988 Roy F Farmer Trust III

  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 ITEM 2(d) OR 2(e)  

    

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

5,060

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

5,060

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,060

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

    

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Less than 1%

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

1990 Brynn Elizabeth Grossman 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 ITEM 2(d) OR 2(e)  

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

6,882

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

6,882

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,882

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

14  

TYPE OF REPORTING PERSON

 

OO

(1) Less than 1%

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

1992 Brynn Elizabeth Grossman 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 ITEM 2(d) OR 2(e)  

    

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

9,550

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

9,550

  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)

 

(1)

14  

TYPE OF REPORTING PERSON

 

OO

(1) Less than 1%

 

 

 

 

             
  1   

NAME OF REPORTING PERSON

 

Jeanne Farmer Grossman

  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 ITEM 2(d) OR 2(e)  

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7   

SOLE VOTING POWER

 

830,305

    8  

SHARED VOTING POWER

 

-0-

    9  

SOLE DISPOSITIVE POWER

 

830,305

  10  

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

830,305 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.9%

14  

TYPE OF REPORTING PERSON

 

IN

 

(1) Includes 18,874 shares of common stock held by Ms. Grossman, in her individual capacity, as compensation for her services on the Board of Directors of the Issuer.

 

 

 

 

The following constitutes Amendment No. 1 (this “ Amendment No. 1 ”) to the Schedule 13D filed by the undersigned on April 9, 2018 (the “ Original Filing ” and together with this Amendment No. 1, the “ Schedule 13D ”). This Amendment No. 1 amends the Original Filing as specifically set forth herein. This is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons.

 

Item 1. Security and Issuer .

 

Item 1 is hereby amended and restated as follows: 

 

This Amendment No. 1 relates to the Common Stock, $1.00 par value per share (the “ Shares ”), of Farmer Bros. Co., a Delaware corporation (the “ Issuer ”). The address of the principal executive offices of the Issuer is 1912 Farmer Brothers Drive, Northlake, Texas 76262. 

 

Item 2. Identity and Background .

 

(a) This Amendment No. 1 is filed by:

  

(i) Jeanne Farmer Grossman

  

(ii) Jeanne Grossman Living Trust

  

(iii) 1964 Jeanne Ann Farmer Grossman Trust

  

(iv) 1969 Jeanne Ann Farmer Grossman Trust

  

(v) 1972 Jeanne Ann Farmer Grossman Trust

  

(vi) 1987 Roy F Farmer Trust II

  

(vii) 1988 Roy F Farmer Trust II

  

(viii) 1988 Roy F Farmer Trust III

  

(ix) 1990 Brynn Elizabeth Grossman Trust

  

(x) 1992 Brynn Elizabeth Grossman Trust

  

(b) The address of the principal office of each Reporting Person is c/o Drinker Biddle & Reath LLP, 1800 Century Park East, Suite 1500, Los Angeles, California 90067, Attn: Sujata P. Wiese.

  

(c) The principal business of the Grossman Trusts is serving family investment planning purposes. The principal occupation of Jeanne Farmer Grossman is homemaker.

  

(d) No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

  

(e) No Reporting Person has, during the last five (5) years, been 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 future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

  

(f) The citizenship of the Reporting Persons is California.

 

 

 

 

Item 3. Source and Amount of Funds or Other Consideration .

 

The Grossman Trusts, each of which Jeanne Farmer Grossman is sole trustee, beneficially own an aggregate of 830,305 shares of Company Common Stock. Jeanne Farmer Grossman, in her individual capacity is the direct beneficial owner of 18,874 shares of Company Common Stock. The shares beneficially owned by each of the Grossman Trusts and by Jeanne Farmer Grossman were transferred to each respective Grossman Trust and to Jeanne Farmer Grossman in accordance with trust instruments to successor trustees and beneficiaries under various family trusts. Accordingly, no shares have been purchased by the Grossman Trusts or Jeanne Farmer Grossman.

 

Item 4. Purpose of Transaction .

 

Item 4 is hereby amended to add the following: 

 

The transactions giving rise to the filing of this Amendment No. 1 are certain sales of the Issuer’s Shares made by Jeanne Farmer Grossman, as either trustee or co-trustee of the Farmer Trusts, in open market transactions and at prevailing market prices (the “ Exit Sales ”). The Exit Sales were made for general investment purposes. 

 

As a result of the Exit Sales, the Reporting Persons’ aggregate beneficial ownership has decreased below five percent (5%). The Exit Sales, such Exit Sales occurring subsequent to the filing of the Original Filing, are set forth in more detail on Schedule I, attached hereto. 

 

Other than as described herein, no Reporting Person has any plans or proposals that would relate to, or could result in, any of the matters set forth in subparagraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons reserve the right to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4. 

 

Item 5. Interest in Securities of the Issuer .

 

A. Jeanne Grossman Living Trust

(a) As of April 9, 2018, the Jeanne Grossman Living Trust beneficially owned 618,439 shares of Common Stock:

Percentage: 3.6% 

(b)

1. Sole power to vote or direct vote: 618,439

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 618,439

4. Shared power to dispose or direct the disposition: 0

(c) See Item 4, above, for a description of the transactions in the shares of Common Stock during the past sixty (60) days.

 

B. 1964 Jeanne Ann Farmer Grossman Trust

(a) As of April 16, 2019, the 1964 Jeanne Ann Farmer Grossman Trust beneficially owned 6,050 shares of Common Stock:

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 6,050

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,050

4. Shared power to dispose or direct the disposition: 0

(c) See Item 4, above, for a description of the transactions in the shares of Common Stock during the past sixty (60) days.

 

 

 

 

C. 1969 Jeanne Ann Farmer Grossman Trust

(a) As of February 11, 2019, the 1969 Jeanne Ann Farmer Grossman Trust beneficially owned 70,460 shares of Common Stock:

Percentage: Less than 1% 

(b)

1. Sole power to vote or direct vote: 70,460

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 70,460

4. Shared power to dispose or direct the disposition: 0

(c) See Item 4, above, for a description of the transactions in the shares of Common Stock during the past sixty (60) days.

 

D. 1972 Jeanne Ann Farmer Grossman Trust

(a) As of April 9, 2018, the 1972 Jeanne Ann Farmer Grossman Trust beneficially owned 24,000 shares of Common Stock:

Percentage: Less than 1% 

(b)

1. Sole power to vote or direct vote: 24,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 24,000

4. Shared power to dispose or direct the disposition: 0

 

(c) None.

  

E. 1987 Roy F Farmer Trust II

(a) As of April 9, 2018, the 1987 Roy F Farmer Trust II beneficially owned 65,930 shares of Common Stock:

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 65,930

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 65,930

4. Shared power to dispose or direct the disposition: 0

(c) None.

 

F. 1988 Roy F Farmer Trust II

(a) As of December 6, 2018 the 1988 Roy F Farmer Trust II beneficially owned 5,060 shares of Common Stock:

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 5,060

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 5,060

4. Shared power to dispose or direct the disposition: 0

(c) See Item 4, above, for a description of the transactions in the shares of Common Stock during the past sixty (60) days.

  

G. 1988 Roy F Farmer Trust III

(a) As of December 6, 2018, the 1988 Roy F Farmer Trust III beneficially owned 5,060 shares of Common Stock:

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 5,060

2. Shared power to vote or direct vote: 0

 

 

 

 

3. Sole power to dispose or direct the disposition: 5,060

4. Shared power to dispose or direct the disposition: 0

(c) See Item 4, above, for a description of the transactions in the shares of Common Stock during the past sixty (60) days.

 

H. 1990 Brynn Elizabeth Grossman Trust

(a) As of April 16, 2019, the 1990 Brynn Elizabeth Grossman Trust beneficially owned 6,882 shares of Common Stock:

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 6,882

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,882

4. Shared power to dispose or direct the disposition: 0

(c) See Item 4, above, for a description of the transactions in the shares of Common Stock during the past sixty (60) days.

 

I. 1992 Brynn Elizabeth Grossman Trust

(a) As of April 16, 2019, the 1992 Brynn Elizabeth Grossman Trust beneficially owned 9,550 shares of Common Stock:

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 9,550

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,550

4. Shared power to dispose or direct the disposition: 0

(c) See Item 4, above, for a description of the transactions in the shares of Common Stock during the past sixty (60) days.

 

J. Jeanne Farmer Grossman

(a) As of April 16, 2019, Jeanne Farmer Grossman beneficially owned 830,305 shares of Common Stock:

Percentage: 4.9%

 

(b)

1. Sole power to vote or direct vote: 830,305

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 830,305

4. Shared power to dispose or direct the disposition: 0

(c) See Item 4, above, for a description of the transactions in the shares of Common Stock during the past sixty (60) days.

 

Each of the Reporting Persons, as a member of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his, her or its pecuniary interest therein.

 

(d) No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer’s Shares.

  

(e) The Reporting Persons ceased to have beneficial ownership of five percent (5.0%) of the Issuer’s Shares immediately following the open market sales of the Issuer’s Shares occurring on April 16, 2019.

 

 

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

 

None.

 

Item 7. Material to be Filed as Exhibits .

 

None.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 

  

Dated: August 5, 2019

 

/s/ Jeanne Farmer Grossman  
JEANNE FARMER GROSSMAN  

  

in her individual capacity and as trustee, as

applicable, of the following Grossman Trusts:

 

Jeanne Grossman Living Trust

1964 Jeanne Ann Farmer Grossman Trust  

1969 Jeanne Ann Farmer Grossman Trust  

1972 Jeanne Ann Farmer Grossman Trust  

1987 Roy F Farmer Trust II  

1988 Roy F Farmer Trust II  

1988 Roy F Farmer Trust III  

1990 Brynn Elizabeth Grossman Trust  

1992 Brynn Elizabeth Grossman Trust  

 

 

 

 

SCHEDULE I      
       
Reporting Person Transaction
Date
Number of
Shares Sold
Price Per Share
1990 Brynn Elizabeth Grossman Trust 12/06/2018                 6,000  $                 25.00
1988 Roy F Farmer Trust II 12/06/2018                 1,000  $                 25.00
1988 Roy F Farmer Trust III 12/06/2018                 1,000  $                 25.00
1969 Jeanne Ann Farmer Grossman Trust 12/06/2018                 6,500  $                 25.15
1969 Jeanne Ann Farmer Grossman Trust 02/11/2019                 1,000  $                 25.00
1997 Jeanne Grossman Living Trust 04/16/2019             414,000  $                 19.62
1964 Jeanne Ann Farmer Grossman Trust 04/16/2019             280,000  $                 19.62
1990 Roy F and Emily M Farmer Trust 04/16/2019               37,126  $                 19.62
1990 Brynn Elizabeth Grossman Trust 04/16/2019               37,126  $                 19.62

 

 

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