UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
(Amendment No. ________)*
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NATIONAL WESTERN
LIFE GROUP INC.
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(Name of
Issuer)
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Class A Common
Stock ($0.01 par value)
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(Title of Class
of Securities)
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638517102
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(CUSIP
Number)
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Frances A.
Moody-Dahlberg
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c/o The Moody
Endowment
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2302 Postoffice
Street, Suite 704
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Galveston, Texas
77550
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(409)
763-5333
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(Name, Address
and Telephone Number of Person
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Authorized to
Receive Notices and Communications)
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March 30,
2020
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(Date of Event
which Requires Filing of this Statement)
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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 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
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1.
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NAMES OF REPORTING
PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Moody FAMD 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 FAMD 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)
Frances A. Moody-Dahlberg
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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
1,850
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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
1,850
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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
1,850
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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 FAMD Interests, Ltd.
(the “FAMD Partnership”). Moody FAMD Management Company LLC
is the sole general partner of the FAMD Partnership and, as such,
has voting and dispositive power with respect to the Class A shares
of Issuer owned by FAMD Partnership. Frances A.
Moody-Dahlberg is the Manager of Moody FAMD Management Company
LLC.
In addition, Frances A. Moody-Dahlberg directly
owns 1,850 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
FAMD Interests Ltd. (Texas limited partnership)
Moody
FAMD Management Company LLC (Texas limited liability
company)
Frances
A. Moody-Dahlberg
(b)The
address of the principal business office of Frances A.
Moody-Dahlberg, Moody FAMD Interests Ltd. and Moody FAMD Management
Company LLC is:
2302 Postoffice
Street, Suite 704
Galveston, Texas 77550
(c)Moody
FAMD Interests Ltd. and Moody FAMD Management Company LLC are
engaged in investments.
Frances A. Moody-Dahlberg is engaged in investments and is a
Director 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)Frances
A. Moody-Dahlberg 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 FAMD Interests Ltd. (the “FAMD Partnership”), in exchange for
all of the Class A limited partnership interest of the FAMD
Partnership.
5
Item
4. Purpose of Transaction.
The acquisition
of Issuer securities by the FAMD 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 FAMD Partnership, the Reporting Persons will consider a
variety of alternatives to preserve and maximize the value of the
FAMD 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
FAMD Partnership beneficially owns 289,474 shares of Issuer’s Class
A Common Stock.
As general partner of the FAMD Partnership, Moody FAMD Management
Company LLC may have beneficial ownership of the 289,474 shares of
Issuer’s Class A Common Stock owned by the FAMD Partnership.
Frances A. Moody-Dahlberg beneficially owns 1,850 shares of
Issuer’s Class A Common Stock, representing less than 1% of such
class. As manager of Moody FAMD Management Company LLC,
Frances A. Moody-Dahlberg may have beneficial ownership of the
289,474 shares of Issuer’s Class A Common Stock owned by the FAMD
Partnership. Frances A. Moody-Dahlberg disclaims beneficial
ownership of the 289,474 shares of Issuer’s Class A Common Stock
owned by FAMD Partnership pursuant to Rule 13d-4.
(b)Number
of shares to which such person has:
(i)Sole
power to vote or direct the vote:
Frances A. Moody-Dahlberg has the sole power to vote or direct the
vote of 1,850 shares of Issuer’s Class A Common Stock.
(ii)Shared
power to vote or direct the vote:
The FAMD Partnership and Moody FAMD Management Company LLC have
shared power to vote or direct the vote of 289,474 shares of
Issuer’s Class A Common Stock.
Frances A. Moody-Dahlberg 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:
Frances A. Moody-Dahlberg has the sole power to dispose or direct
the disposition of 1,850 shares of Issuer’s Class A Common
Stock.
(iv)Shared
power to dispose or direct the disposition of:
The FAMD Partnership and Moody FAMD Management Company LLC have
shared power to dispose or direct the disposition of 289,474 shares
of Issuer’s Class A Common Stock.
Frances A. Moody-Dahlberg 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 FAMD Partnership, Moody RRM 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.
6
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 FAMD Partnership, Moody FAMD Management Company LLC and
Frances A. Moody-Dahlberg.
7
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 FAMD Interests Ltd.
By: Moody FAMD Management Company LLC, its general partner
By: /s/ Frances A.
Moody - Dahlberg
Frances A. Moody-Dahlberg, Manager
Moody FAMD Management Company LLC
By: /s/ Frances A.
Moody - Dahlberg
Frances A. Moody-Dahlberg, Manager
/s/ Frances A. Moody
- Dahlberg
Frances A. Moody-Dahlberg
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 FAMD Interests Ltd.
By: Moody FAMD Management Company LLC, its general partner
By: /s/ Frances A.
Moody - Dahlberg
Frances A. Moody-Dahlberg, Manager
Moody FAMD Management Company LLC
By: /s/ Frances A.
Moody - Dahlberg
Frances A. Moody-Dahlberg, Manager
/s/ Frances A. Moody
- Dahlberg
Frances A. Moody-Dahlberg
