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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JOHNSON LEIPOLD HELEN P C/O JOHNSON KELAND MANAGEMENT, INC. 555 MAIN STREET RACINE, WI 53403-1015 |
X | X | Chairman of the Board & CEO |
/s/ Helen P. Johnson-Leipold | 08/31/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported transaction involved Ms. Johnson-Leipold's purchase of shares from a grantor retained annuity trust, for which Ms. Johnson-Leipold's husband serves as investment fiduciary, in exchange for a promissory note. Ms. Johnson-Leipold was the beneficial owner of the purchased shares while they were held by the grantor retained annuity trust and Ms. Johnson-Leipold remains the beneficial owner of the shares following their purchase from the grantor retained annuity trust. |
(2) | The purchase price will be determined at a later date through an appraisal of the purchased common stock. |
(3) | Ms. Johnson-Leipold reports these shares as settlor and beneficiary of the Trusts, which beneficially own reported shares directly or indirectly as a shareholder of certain corporations and as the general partner of certain limited partnerships (collectively, the "Controlling Entities"). |
(4) | Ms. Johnson-Leipold reports all shares held by certain corporations of which certain trusts (the "Trusts") may be deemed to be controlling shareholders. In addition, Ms. Johnson-Leipold reports all shares held by certain limited partnerships of which one of the Trusts is a general partner. Due to the nature of such limited partnerships, it is impractical to determine each Trust's or other trusts' proportionate interest (as defined by Rule 16a-1(a)(2)(ii)(B)) in such limited partnerships. Ms. Johnson-Leipold disclaims beneficial ownership in all shares held by the Controlling Entities in which she does not have a pecuniary interest. |
(5) | Helen P. Johnson-Leipold reports these shares as settlor of and beneficiary of the Trusts. |
(6) | Helen P. Johnson-Leipold reports direct ownership of these shares, which she holds (a) personally, (b) as the sole shareholder of a certain corporation that holds shares, and (c) as restricted stock awards. |