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

Date : 03/04/2019 @ 8:10PM
Source : Edgar (US Regulatory)
Stock : Moog Inc (MOG.B)
Quote : 90.7  -0.3 (-0.33%) @ 9:00PM
Moog share price Chart

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



 

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
 
Under the Securities Exchange Act of 1934

(Amendment No. 4)*
________________________________
 
MOOG INC.
(Name of Issuer)
Class B Common Stock, $1.00 per share
(Title of class of securities)
 
CUSIP NO. 615394301
(CUSIP number)
Donald R. Fishback
Vice President-Finance and Chief Financial Officer
400 Jamison Road
East Aurora, New York 14052-0018
Telephone: (716)-652-2000
(Name, address, and telephone number of person authorized to receive notices and communications)
 
Copies to:
Robert T. Brady
740 W. Palomino Dr.
Jackson, Wyoming 83001
Telephone: (716) 652-2000
February 28, 2019
(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 §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
________________________________________________________________________

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
________________________________________________________________________

*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 the disclosures provided in a prior cover page.

The information required in 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).







 

CUSIP NO. 615394301
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS:

Moog Inc. Stock Employee Compensation Trust, as amended and restated effective August 13, 2014, Robert T. Brady, as Trustee

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
SC, BK
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
               
New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
   SOLE VOTING POWER

    0
8
   SHARED VOTING POWER
   
    838,872
9
   SOLE DISPOSITIVE POWER

    0
10
   SHARED DISPOSITIVE POWER
   
  838,872
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
838,872
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]



13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.23% 1
14
TYPE OF REPORTING PERSON (See Instructions)

EP, OO











1 Based on 4,145,834 voting shares of the Issuer’s Class B Stock outstanding on February 15, 2019, as provided by the Issuer.







CUSIP NO. 615394301
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS:

Robert T. Brady, as Trustee


2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
SC, BK
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
               
U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
   SOLE VOTING POWER

    87,843
8
   SHARED VOTING POWER
   
    838,872
9
   SOLE DISPOSITIVE POWER

    87,843
10
   SHARED DISPOSITIVE POWER
   
   838,872
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
926,715 2
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]



13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.35% 3
14
TYPE OF REPORTING PERSON (See Instructions)

EP, OO










2 Includes 87,843 shares owned individually.
3 Based on 4,145,834 voting shares of the Issuer’s Class B Stock outstanding on February 28, 2019, as provided by the Issuer.





 
 
Item 1.
Security and Issuer.

This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D (the "Statement") filed with the Securities and Exchange Commission (the "SEC") on August 31, 2018, as amended by Amendment No. 1 filed with the SEC on December 6, 2018 ("Amendment No. 1"), as amended by Amendment No. 2 filed with the SEC on January 10, 2019 ("Amendment No. 2"), and as further amended by Amendment No. 3 filed with the SEC on February 1, 2019 ("Amendment No. 3").

This Amendment No. 4 is being made to reflect changes in beneficial ownership as a result of the transactions described in Item 4 and Item 5 below. Except as otherwise set forth herein, this Amendment No. 4 does not modify any of the information previously reported in the Statement as amended.



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

Item 3 is amended as follows:

The principal amount of the Note as of February 28, 2019 was $73, 066,932.00.

As of January 30, 2019, total outstanding loans to the Trust from Citizens Bank were in the amount of $4 million.

Acquisitions of Class B Stock described under Item 5(c) below by the Trust were funded using cash on hand.











































 
 
Item 4.   
Purpose of Transaction.

Item 4 is amended as follows:

On February 28, 2019, the Trust purchased 6,457 shares of the Class B Stock from the Moog Inc. Retirement Savings Plan to accommodate participant divestments in the Moog Inc. Retirement Savings Plan.

This Amendment No. 4 updates the status of the aggregate shareholdings of the Trust. As of February 28, 2019, the Trust holds a total of 838,872 shares of Class B Stock representing approximately 20.23% of the Issuer's total outstanding Class B Stock. This is a increase from the 793,892 shares of Class B Stock held on January 30, 2019, as reported in Amendment No. 3.


 
 
Item 5.   
Interest in Securities of the Issuer.

Item 5 is amended and restated as follows:

(a) The Trust beneficially owns 838,872 shares of Class B Stock, which equals 20.23% of the outstanding Class B Stock, based on 4,145,834 voting shares of Class B Stock outstanding on February 15, 2019. In addition, the Trustee beneficially owns 87,843 shares of Class B Stock, which equals 2.12% of the outstanding Class B Stock, based on 4,145,834 voting shares of the Class B Stock outstanding on February 15, 2019.

(b) The Trustee has shared voting power and dispositive power for all of the 838,872 shares of Class B Stock held by the Trust with participants of the Moog Inc. Retirement Savings Plan on Significant Transactions as provided for in Section 5.4 of the SECT Agreement, a copy of which is filed with the Statement. Significant Transactions include matters involving corporate merger, consolidation, sale of all or substantially all of the Company’s assets, recapitalization, reclassification, liquidation, dissolution or similar matters. As to other matters, the Trustee has the sole power to direct the vote and to dispose or direct the disposition of all of the 838,872 shares of Class B Stock held by the Trust. The Trustee has sole voting and dispositive power for all 87,843 shares of Class B Stock owned individually.

(c) All transactions of Class B Stock by the Trust during period since the date of the filing of Amendment No. 3 are outlined in the following table:
Date
Transaction
Resulting share movement
Price
2/1/2019
Purchase from private party
82
$78.84
2/4/2019
Purchase from Moog Inc. Retirement Savings Plan
10,299
$89.30
2/5/2019
Purchase from Moog Inc. Retirement Savings Plan
6,357
$88.87
2/8/2019
Purchase from private party
904
$88.74
2/11/2019
Purchase from Moog Inc. Retirement Savings Plan
6,200
$91.15
2/15/2019
Purchase from private party
377
$91.00
2/15/2019
Purchase from Moog Inc. Retirement Savings Plan
6,600
$91.33
2/21/2019
Purchase from Moog Inc. Retirement Savings Plan
7,530
$95.45
2/22/2019
Purchase from private party
174
$94.63
2/28/2019
Purchase from Moog Inc. Retirement Savings Plan
6,457
$94.10

No shares of Class B Stock were acquired or sold by the Trustee during the sixty (60) days preceding the date of this Amendment No 4.

(d) Not applicable.

(e) Not applicable.









After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: March 4, 2019

ROBERT T. BRADY, INDIVIDUALLY AND AS TRUSTEE OF THE MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST, as amended


By: /s/ John P. McGrath as Power of Attorney for Robert T. Brady
Robert T. Brady, individually and as Trustee



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