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. ¨
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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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Moody RRM Interests Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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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 BOX 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
Texas
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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
0
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8.
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SHARED VOTING POWER
289,474
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
289,474
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,474
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12.
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CHECK BOX 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)
8.42%
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14.
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TYPE OF REPORTING PERSON (see instructions)
PN
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2
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Moody RRM Management Company LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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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)
Not applicable.
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5.
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CHECK BOX 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
Texas
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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
0
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8.
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SHARED VOTING POWER
289,474
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
289,474
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,474
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12.
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CHECK BOX 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)
8.42%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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3
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ross R. Moody
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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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)
Not applicable.
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5.
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CHECK BOX 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
U.S.A.
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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
4,000
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8.
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SHARED VOTING POWER
289,474
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9.
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SOLE DISPOSITIVE POWER
4,000
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10.
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SHARED DISPOSITIVE POWER
289,474
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
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12.
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CHECK BOX 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)
Less than 1%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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4
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CUSIP No. 638517102
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Explanatory Note:
On March 30, 2020, Moody National Bank, for and on behalf of The Robert L Moody Revocable Trust as its trustee, transferred 289,474 shares of Issuer’s Class A Common Stock owned by such revocable trust to Moody RRM Interests, Ltd. (the “RRM Partnership”). Moody RRM Management Company LLC is the sole general partner of the RRM Partnership and, as such, has voting and dispositive power with respect to the Class A shares of Issuer owned by RRM Partnership. Ross R. Moody is the Manager of Moody RRM Management Company LLC.
In addition, Ross R. Moody directly owns 4,000 shares of the Issuer’s Class A Common Stock.
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Class A Common Stock of National Western Life Group, Inc. (“Issuer”). The address of Issuer’s principal executive offices is 10801 N. Mopac Expy Bldg 3, Austin, Texas 78759.
Item 2. Identity and Background.
(a)Moody RRM Interests Ltd. (Texas limited partnership)
Moody RRM Management Company LLC (Texas limited liability company)
Ross R. Moody
(b)The address of the principal business office of Ross R. Moody, Moody RRM Interests Ltd. and Moody RRM Management Company LLC is:
10801 N. Mopac Expy., Bldg. 3
Austin, Texas 78759
(c)Moody RRM Interests Ltd. and Moody RRM Management Company LLC are engaged in investments.
Ross R. Moody is engaged in investments and is a Director and principal executive officer of the Issuer.
(d)None of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)None of the Reporting Persons, during the last five years, was 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 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)Ross R. Moody is a citizen of the U.S.A.
Item 3. Source or Amount of Funds or Other Consideration.
On March 30, 2020, Moody National Bank, for and on behalf of The Robert L. Moody Revocable Trust as its trustee, transferred 289,474 shares of Issuer's Class A Common Stock owned by such revocable trust to Moody RRM Interests Ltd. (the “RRM Partnership”), in exchange for all of the Class A limited partnership interest of the RRM Partnership.
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Item 4. Purpose of Transaction.
The acquisition of Issuer securities by the RRM Partnership was made in connection with business and estate planning for Robert L. Moody, Sr. The Reporting Persons do not have any plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Following the acquisition of Issuer securities by the RRM Partnership, the Reporting Persons will consider a variety of alternatives to preserve and maximize the value of the RRM Partnership's investment in the Issuer in light of a number of considerations, including the financial performance of the Issuer, tax planning matters, and general economic and market conditions. Accordingly, the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
(a)The RRM Partnership beneficially owns 289,474 shares of Issuer’s Class A Common Stock.
As general partner of the RRM Partnership, Moody RRM Management Company LLC may have beneficial ownership of the 289,474 shares of Issuer’s Class A Common Stock owned by the RRM Partnership.
Ross R. Moody beneficially owns 4,000 shares of Issuer’s Class A Common Stock, representing less than 1% of such class. As manager of Moody RRM Management Company LLC, Ross R. Moody may have beneficial ownership of the 289,474 shares of Issuer’s Class A Common Stock owned by the RRM Partnership. Ross R. Moody disclaims beneficial ownership of the 289,474 shares of Issuer’s Class A Common Stock owned by the RRM Partnership pursuant to Rule 13d-4.
(b)Number of shares to which such person has:
(i)Sole power to vote or direct the vote:
Ross R. Moody has the sole power to vote or direct the vote of 4,000 shares of Issuer’s Class A Common Stock.
(ii)Shared power to vote or direct the vote:
The RRM Partnership and Moody RRM Management Company LLC have shared power to vote or direct the vote of 289,474 shares of Issuer’s Class A Common Stock.
Ross R. Moody has shared power to vote or direct the vote of 289,474 shares of Issuer’s Class A Common Stock.
(iii)Sole power to dispose or direct the disposition of:
Ross R. Moody has the sole power to dispose or direct the disposition of 4,000 shares of Issuer’s Class A Common Stock.
(iv)Shared power to dispose or direct the disposition of:
The RRM Partnership and Moody RRM Management Company LLC have shared power to dispose or direct the disposition of 289,474 shares of Issuer’s Class A Common Stock.
Ross R. Moody has shared power to dispose or direct the disposition of 289,474 shares of Issuer’s Class A Common Stock.
(c)As part of business and estate planning for Robert L. Moody, Sr., on March 30, 2020, Moody National Bank, for and on behalf of the Robert L. Moody Revocable Trust as its trustee, transferred 1,157,896 shares of Issuer’s Class A Common Stock owned by such trust to the following four entities in equal amounts of 289,474 shares each: the RRM Partnership, Moody FAMD Interests Ltd., Moody RLM Jr. Interests Ltd., and Moody RSM Interests Ltd. Each of such transfers was made in consideration for the Class A limited partnership interest of each respective transferee limited partnership.
(d)Not applicable.
(e)Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The response to Item 3 and Item 5(a) above is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Attached hereto as Exhibit A is a Joint Filing Agreement dated April 9, 2020 by and among the RRM Partnership, Moody RRM Management Company LLC and Ross R. Moody.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 9, 2020
Moody RRM Interests Ltd.
By: Moody RRM Management Company LLC, its general partner
By: /s/ Ross R. Moody
Ross R. Moody, Manager
Moody RRM Management Company LLC
By: /s/ Ross R. Moody
Ross R. Moody, Manager
/s/ Ross R. Moody
Ross R. Moody
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of National Western Life Group, Inc. dated as of April 9, 2020 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated:April 9, 2020
Moody RRM Interests Ltd.
By: Moody RRM Management Company LLC, its general partner
By: /s/ Ross R. Moody
Ross R. Moody, Manager
Moody RRM Management Company LLC
By: /s/ Ross R. Moody
Ross R. Moody, Manager
/s/ Ross R. Moody
Ross R. Moody