CATO CORP — Major Shareholding Notification 2022

Mar 30, 2022

SC 13G 1 EDGAR3g.htm SC 13G EDGAR HTML document created by Certent CDM HD version: 21.3.5 EDGAR3g

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

The Cato Corporation

(Name ofIssuer)

Class A Common Stock

(Title of Class of Securities)

149205106

(CUSIP Number)

March 30, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐Rule 13d-1(b)
☐Rule 13d-1(c)
☒Rule 13d-1(d)

• 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).

1NAMES OF REPORTING PERSONS S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only)

John P. D. Cato 2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)☐(b)☐

3SEC USE ONLY

4CITIZENSHIP OR PLACE OF ORGANIZATION

United States 5SOLE VOTING POWER

NUMBEROF2,743,737 (1)(2)(6)
SHARES6SHARED VOTING POWER BENEFICIAL LY OWNEDBY24,147 (2)(3)(6)
EACH7SOLE DISPOSITIVE POWER REPORTING PERSON2,743,737 (1)(2)(6)
WITH 8SHARED DISPOSITIVE POWER

24,147 (2)(3)(6)
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,767,884 (1)(2)(3)(6)
10CHECK IF THEAGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)☐

11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

13.0% (1)(2)(3)(4)(5)(6)
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 149205106 13G Page 3 of 7

(1)Consists of (i) 1,760,652 shares of Class B Common Stock held of record by John P.D. Cato, (ii) 936,216 shares of Class A Common Stock held of record by John P.D. Cato and (iii) 46,869 shares of Class A Common Stock held by John P.D. Cato in the Cato Employee Stock Ownership Plan.

(2)Each share of Class B Common stock is convertible at any time into one share of Class A Common Stock at the option of the holder, and upon the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation of the Issuer.

(3)Consists of (i) 3,000 shares of Class B Common Stock held of record by the Reporting Person’s wife, Jane G. Cato, (ii) 13,011 shares of Class A Common Stock held of record by Jane G. Cato and (iii) 8,136 shares of Class A Common Stock held by Jane G. Cato in the Cato Employee Stock Ownership Plan. The Reporting Person disclaims beneficial ownership of these shares, and the inclusion of and reference to such shares in this report is subject in all respects to this disclaimer.

(4)Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 19,516,462 shares of Class A Common Stock outstanding as of March 30, 2022, as reported by the Issuer to the Reporting Person, and (ii) 1,763,652 shares of Class B Common Stock beneficiallyowned bythe Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

(5)Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. There were 1,763,652 shares of Class B Common Stock outstanding as of March 30, 2022, as reported by the Issuer to the Reporting Person, all of which

were beneficially owned by the Reporting Person as set forth in footnote “(4)” immediately above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report. The 1,763,652 shares of Class B Common Stock and 1,004,232 shares of Class A Common Stock beneficially owned by Reporting Person represent 50.2% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B Common Stock as of March 30, 2022.

(6)Reports holdings as of March 30, 2022. From December 31, 2021 to March 30, 2022 the number of Company’s Class A Common Stock held by John P.D. Cato in the Cato Employee Stock Ownership Plan increased by 2,950 shares.

Item 1(a)Nameof Issuer: The Cato Corporation

Item 1(b)Address of Issuer’s Principal Executive Offices: 8100 Denmark Road, Charlotte, NC 28275

Item 2(a)Name ofPerson Filing: John P.D. Cato

Item 2(b)Address of Principal Business Office or, if none, Residence:

The address for the principal business office of John P.D. Cato is:
c/o The Cato Corporation .
8100 Denmark Road, Charlotte, NC 28275 Item 2(c)Citizenship: John P.D. Cato - United States

Item 2(d)Title of Class of Securities: Class A Common Stock, par value $0.033 per share

Item2(e)CUSIP No.:149205106

Item 3If this statement is filed pursuant to §§240.13d-1(b) or 240.1 3d -2(b) or (c), check whether the person filing is a:
This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

Item 4Ownership:
(a) Amount beneficially owned:2,767,884 (1)(2)(3)(6)

(b) Percent of class:13.0% (1)(2)(3)(4)(5)(6)

(c) Number of shares as to which the person has:
(i)Sole power to vote or direct the vote or to direct the vote:2,743,737 (1)(2)(6)
(ii)Shared power to vote or to direct the vote:24,147(2)(3)(6)
(iii)Sole power to dispose or to direct the disposition of:2,767,884 (1)(2)(6)
(iv)(iv) Shared power to dispose of or direct the disposition of: 24,147(2)(3)(6)

CUSIP No. 149205106 13G Page 5 of 7

(1)Consists of (i) 1,760,652 shares of Class B Common Stock held of record by John P.D. Cato, (ii) 936,216 shares of Class A Common Stock held of record by John P.D. Cato and (iii) 46,869 shares of Class A Common Stock held by John P.D. Cato in the Cato Employee Stock Ownership Plan.

(2)Each share of Class B Common stock is convertible at any time into one share of Class A Common Stock at the option of the holder, and upon the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation of the Issuer.

(3)Consists of (i) 3,000 shares of Class B Common Stock held of record by the Reporting Person’s wife, Jane G. Cato, (ii) 13,011 shares of Class A Common Stock held of record by Jane G. Cato and (iii) 8,136 shares of Class A Common Stock held by Jane G. Cato in the Cato Employee Stock Ownership Plan. The Reporting Person disclaims beneficial ownership of these shares, and the inclusion of and reference to such shares in this report is subject in all respects to this disclaimer.

(4)Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 19,516,462 shares of Class A Common Stock outstanding as of March 30, 2022, as reported by the Issuer to the Reporting Person, and (ii) 1,763,652 shares of Class B Common Stock beneficiallyowned bythe Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

(5)Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. There were 1,763,652 shares of Class B Common Stock outstanding as of March 30, 2022, as reported by the Issuer to the Reporting Person, all of which

were beneficially owned by the Reporting Person as set forth in footnote “(4)” immediately above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report. The 1,763,652 shares of Class B Common Stock and 1,004,232 shares of Class A Common Stock beneficially owned by Reporting Person represent 50.2% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B Common Stock as of March 30, 2022.

(6)Reports holdings as of March 30, 2022. From December 31, 2021 to March 30, 2022 the number of Company’s Class A Common Stock held by John P.D. Cato in the Cato Employee Stock Ownership Plan increased by 2,950 shares.

CUSIP No. 30303M 102 13G Page 6 of 7 Item 5Ownership of Five Percent or Less of a Class: Not applicable.

Item 6Ownership of More than Five Percent on Behalf of Another Person: Not applicable.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the ParentHoldingCompany or ControlPerson: Not applicable.

Item 8Identification and Classification of Members of the Group: Not applicable.

Item 9Notice of Dissolution of Group: Not applicable.

Item 10Certifications: Not applicable.

CUSIP No. 30303M 102 13G Page 7 of 7

SIGNATURE 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 30, 2022

John P. D. Cato /s/ John P. D. Cato Name: John P. D. Cato