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CREDIT ACCEPTANCE CORP — Major Shareholding Notification 2017
May 30, 2017
31014_mrq_2017-05-30_7a61ea63-db35-47d3-a103-9a1b2bdb8ae1.zip
Major Shareholding Notification
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SC 13D/A 1 t1700365_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 7)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
| Credit Acceptance Corporation |
|---|
| (Name |
| of Issuer) |
| Common Stock |
|---|
| (Title |
| of Class of Securities) |
| 225310
10 1 |
| --- |
| (CUSIP Number) |
| Michael T. Raymond |
|---|
| Dickinson Wright, PLLC |
| 2600 W. Big Beaver Rd., Suite 300 |
| Troy, Michigan 48084-3312 |
| 248-433-7274 |
| (Name, |
| Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 22, 2017 |
|---|
| (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 S chedule 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. o
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 disclosures provided in a prior cove r 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).
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 2 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON The Donald A. Foss 2009 Remainder Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Michigan | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 0 |
|---|---|
| 8 | SHARED VOTING POWER 1,006,323 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,006,323 | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%* | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 3 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON The Donald A. Foss 2010 Remainder Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Michigan | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 0 |
|---|---|
| 8 | SHARED VOTING POWER 703,321 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 703,321 | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%* | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 4 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON Jill Foss Watson Living Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Michigan | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 363,408 |
|---|---|
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 363,408 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 363,408 | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%* | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 5 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON Jill Foss Watson Irrevocable Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Michigan | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 31,797 |
|---|---|
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 31,797 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 31,797 | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%* | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 6 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON Karol A. Foss Irrevocable Grandchildren’s Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 728,632 |
|---|---|
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 728,632 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 728,632 | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%* | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 7 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON Jill Foss Watson 2016 Grantor Retained Annuity Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 125,605 |
|---|---|
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 125,605 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 125,605 | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%* | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 8 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON Jill Foss Watson 2014 Children’s Trust FBO Gwyneth
Ellen Watson | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Michigan | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 44,540 |
|---|---|
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 44,540 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 44,540 | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%* | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 9 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON Jill Foss Watson 2014 Children’s Trust FBO Duncan
Todd Watson | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Michigan | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 44,540 |
|---|---|
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 44,540 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 44,540 | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%* | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 10 of 12
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON Jill Foss Watson | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE VOTING POWER 1,338,522 |
|---|---|
| 8 | SHARED VOTING POWER 1,709,644 |
| 9 | SOLE DISPOSITIVE POWER 1,338,522 |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,050,312* | |
| --- | --- | --- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7 % | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, and the Jill Foss Watson 2016 Grantor Retained Annuity Trust. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. This amount also includes 2,146 shares held by Duncan Todd Watson. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts and by Duncan Todd Watson.
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 11 of 12
Explanatory Note: This Schedule 13D Amendment No. 7 is being filed to reflect the disposition by the reporting persons of shares of the Issuer’s common stock. The share totals contained herein are as of the close of business on May 26, 2017.
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the common stock of Credit Acceptance Corporation (“Issuer” or “CACC”). The principal executive offices of CACC are located at 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339.
Item 2. Identity and Background.
No change, other than pursuant to Item 2(b). The reporting persons’ new business address is:
29777 Telegraph Road, Suite 2611
Southfield, MI 48034
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of Transaction.
No change.
Item 5. Interest in Securities of the Issuer
| Reporting Person | Amount beneficially owned: | Percent of Class* | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: |
|---|---|---|---|---|---|---|
| The Donald A. Foss 2009 Remainder Trust | 1,006,323 | 5.2% | 0 | 1,006,323 | 0 | 0 |
| The Donald A. Foss 2010 Remainder Trust | 703,321 | 3.6% | 0 | 703,321 | 0 | 0 |
| Jill Foss Watson Living Trust | 363,408 | 1.9% | 363,408 | 0 | 363,408 | 0 |
| Jill Foss Watson Irrevocable Trust** | 31,797 | 0.2% | 31,797 | 0 | 31,797 | 0 |
| Karol A. Foss Irrevocable Grandchildren’s Trust** | 728,632 | 3.8% | 728,632 | 0 | 728,632 | 0 |
| Jill Foss Watson 2016 Grantor Retained Annuity Trust | 125,605 | 0.6% | 125,605 | 0 | 125,605 | 0 |
| Jill Foss Watson 2014 Children’s Trust FBO Gwyneth Ellen Watson | 44,540 | 0.2% | 44,540 | 0 | 44,540 | 0 |
| Jill Foss Watson 2014 Children’s Trust FBO Duncan Todd Watson | 44,540 | 0.2% | 44,540 | 0 | 44,540 | 0 |
| Jill Foss Watson** | 3,050,312 | 15.7% | 1,338,522 | 1,709,644 | 1,338,522 | 0 |
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CUSIP No. 225310 10 1 SCHEDULE 13D Page 12 of 12
- The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.
**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, and the Jill Foss Watson 2016 Grantor Retained Annuity Trust. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the Jill Foss Watson 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. This amount also includes 2,146 shares held by Duncan Todd Watson. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts and by Duncan Todd Watson.
(c) None.
(d) The respective beneficiaries of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Irrevocable Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2016 Grantor Retained Annuity Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson ultimately receive the pecuniary benefit of dividends from, or the proceeds from the sale of, the shares held in each respect ive trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
No change.
Item 7. Material to be Filed as Exhibits.
No change.
[Signature page follows]
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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.
| Date: May 30, 2017 |
|---|
| /s/ Jill Foss Watson |
| Name: Jill Foss Watson |
| Title: Trustee |
| The Donald A. Foss 2010 Remainder Trust |
| /s/ Jill Foss Watson |
| Name: Jill Foss Watson |
| Title: Trustee |
| Jill Foss Watson Living Trust |
| /s/ Jill Foss Watson |
| Name: Jill Foss Watson |
| Title: Trustee |
| Jill Foss Watson Irrevocable Trust |
| /s/ Todd Watson |
| Name: Todd Watson |
| Title: Trustee |
| Karol A. Foss Irrevocable Grandchildren’s Trust |
| /s/ Jill Foss Watson |
| Name: Jill Foss Watson |
| Title: Trustee |
| Jill Foss Watson 2016 Grantor Retained Annuity Trust |
| /s/ Jill Foss Watson |
| Name: Jill Foss Watson |
| Title: Trustee |
| Jill Foss Watson 2014 Children's Trust FBO Gwyneth |
| Ellen Watson |
| /s/ Todd Watson |
| Name: Todd Watson |
| Title: Trustee |
| Jill Foss Watson 2014 Children's Trust FBO Duncan |
| Todd Watson |
| /s/ Todd Watson |
| Name: Todd Watson |
| Title: Trustee |
| Jill Foss Watson |
| /s/ Jill Foss Watson |
| Jill Foss Watson, Individually |
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