MARINE PRODUCTS CORP

Major Shareholding Notification • Aug 21, 2020

SC 13D/A 1 mpx_sc13da.htm SC 13D/A Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2020 Issuer Direct Corporation mpx_sc13da

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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)

| Marine Products
Corporation |
| --- |
| (Name of
Issuer) |

| Common Stock, $.10
Par Value |
| --- |
| (Title of Class of Securities) |

| 568427 10
8 |
| --- |
| (CUSIP Number) |

| Stephen
D. Fox Arnall
Golden Gregory LLP 171
17 th Street NW, Suite 2100 Atlanta,
GA 30363 (404)
473-8500 |
| --- |
| (Name, address and telephone number of
person authorized to receive notices and
communications) |

| August 3, 2020 and August 17,
2020 |
| --- |
| (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

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 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).

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CUSIP No. 568427 10 8 Page 2 of 29 Pages

| 1 | Name of
Reporting Person Estate
of R. Randall Rollins | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 1,101,971 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 1,101,971 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,101,971 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 3.2
percent | |
| 14 | Type of
Reporting Person IN | |

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CUSIP No. 568427 10 8 Page 3 of 29 Pages

| 1 | Name of
Reporting Person Gary W.
Rollins | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 975,050 | |
| 8 | Shared
Voting Power 23,409,032 | |
| 9 | Sole
Dispositive Power 975,050 | |
| 10 | Shared
Dispositive Power 23,409,032 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 24,384,082 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 71.8
percent | |
| 14 | Type of
Reporting Person IN | |

*

Includes 109,296 shares of Company Common Stock held in two charitable trusts of which he is a co-trustee and as to which he shares voting and investment power. Also includes shares acquired by the following entities in connection with the dissolution of RFPS Investments III, L.P.: (a) LOR, Inc., a Georgia corporation, 19,121,663 shares (Mr. Gary W. Rollins is an officer and director of LOR, Inc., and has a 50% voting interest in it.), (b) RFT Investment Company, LLC, 297,913 shares (LOR, Inc. is the manager of RFT Investment Company, LLC), (c) LOR Investment Company, LLC, a Georgia limited liability company, 16,597 shares (LOR Investment Company, LLC is member managed, and LOR, Inc. holds a majority of all voting interests in LOR Investment Company, LLC), (d) Rollins Holding Company, Inc., a Georgia corporation, 343,479 shares (Mr. Gary W. Rollins is an officer and director of Rollins Holding Company, Inc., and has a 50% voting interest in it.), (e) RCTLOR, LLC, a Georgia limited liability company, 1,065,475 shares (LOR, Inc. is the managing member of RCTLOR, LLC), (f) 1997 RRR Grandchildren’s Partnership, a Georgia general partnership, the partners of which are multiple trusts benefiting the grandchildren and more remote descendants of his brother, Mr. R. Randall Rollins, 39,586 shares (Mr. Gary W. Rollins is a trustee of each such trust), (g) WNEG Investments, L.P., a Georgia limited partnership, 327,258 shares (Mr. Gary Rollins is the sole member of the sole general partner of WNEG Investments, L.P.), (h) two revocable trusts established by Mr. Gary W. Rollins, as to each of which he is the sole trustee, 219,149 shares, and (h) two trusts (the “Rollins Family Trusts”) for the benefit of the children and/or more remote descendants of his brother, Mr. R. Randall Rollins, 535,265 shares. Also includes an additional 74,527 shares of Company Common Stock held by one of the Rollins Family Trusts. Also includes 156,838 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. Also includes 15 shares held by RFPS Investments III, L.P. The general partner of RFPS Investments III, L.P. is LOR Investment Company, LLC. Also includes 1,101,971 shares held by the Estate of R. Randall Rollins, of which Mr. Gary W. Rollins is the designated executor. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. Mr. Rollins’ direct holdings include 63,421 shares acquired by Mr. Rollins in connection with the dissolution of RFPS Investments III, L.P.

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CUSIP No. 568427 10 8 Page 4 of 29 Pages

| 1 | Name of
Reporting Person RFA
Management Company, LLC | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole Voting
Power 156,838 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 156,838 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 156,838 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.5
percent | |
| 14 | Type of
Reporting Person OO | |

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CUSIP No. 568427 10 8 Page 5 of 29 Pages

| 1 | Name of
Reporting Person RFPS
Investments III, L.P. | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 15 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 15 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 15 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.0
percent | |
| 14 | Type of
Reporting Person PN | |

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CUSIP No. 568427 10 8 Page 6 of 29 Pages

| 1 | Name of
Reporting Person LOR,
Inc. | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole Voting
Power 19,121,663 | |
| 8 | Shared
Voting Power 1,536,838 | |
| 9 | Sole
Dispositive Power 19,121,663 | |
| 10 | Shared
Dispositive Power 1,536,838 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 20,658,501 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 60.8
percent | |
| 14 | Type of
Reporting Person CO | |

*

Includes 156,838 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. Also includes shares acquired by the following entities in connection with the dissolution of RFPS Investments III, L.P.: (a) RFT Investment Company, LLC., 297,913 shares (LOR, Inc. is the manager of RFT Investment Company, LLC), (b) LOR Investment Company, LLC, a Georgia limited liability company, 16,597 shares (LOR Investment Company, LLC is member managed, and LOR, Inc. holds a majority of all voting interests in LOR Investment Company, LLC), and (c) RCTLOR, LLC, a Georgia limited liability company, 1,065,475 shares (LOR, Inc. is the managing member of RCTLOR, LLC). Also includes 15 shares held by RFPS Investments III, L.P. The general partner of RFPS Investments III, L.P. is LOR Investment Company, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.

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CUSIP No. 568427 10 8 Page 7 of 29 Pages

| 1 | Name of
Reporting Person LOR
Investment Company, LLC | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole Voting
Power 16,597 | |
| 8 | Shared
Voting Power 15 | |
| 9 | Sole
Dispositive Power 16,597 | |
| 10 | Shared
Dispositive Power 15 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 16,612* | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.0
percent | |
| 14 | Type of
Reporting Person OO | |

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CUSIP No. 568427 10 8 Page 8 of 29 Pages

| 1 | Name of
Reporting Person RFT
Investment Company, LLC | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 297,913 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 297,913 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 297,913 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.9
percent | |
| 14 | Type of
Reporting Person OO | |

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CUSIP No. 568427 10 8 Page 9 of 29 Pages

| 1 | Name of
Reporting Person Rollins
Holding Company, Inc. | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 343,479 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 343,479 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 343,479 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 1.0
percent | |
| 14 | Type of
Reporting Person CO | |

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CUSIP No. 568427 10 8 Page 10 of 29 Pages

| 1 | Name of
Reporting Person The R.
Randall Rollins Voting Trust U/A dated August 25, 1994 | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 79 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 79 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 79 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.0
percent | |
| 14 | Type of
Reporting Person OO | |

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CUSIP No. 568427 10 8 Page 11 of 29 Pages

| 1 | Name of
Reporting Person The
Gary W. Rollins Voting Trust U/A dated September 14,
1994 | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 79 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 79 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 79 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.0
percent | |
| 14 | Type of
Reporting Person OO | |

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CUSIP No. 568427 10 8 Page 12 of 29 Pages

| 1 | Name of
Reporting Person RCTLOR,
LLC | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 1,065,475 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 1,065,475 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,065,475 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 3.1
percent | |
| 14 | Type of
Reporting Person OO | |

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CUSIP No. 568427 10 8 Page 13 of 29 Pages

| 1 | Name of
Reporting Person 1997
RRR Grandchildren’s Partnership | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 39,586 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 39,586 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 39,586 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.1
percent | |
| 14 | Type of
Reporting Person PN | |

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CUSIP No. 568427 10 8 Page 14 of 29 Pages

| 1 | Name of
Reporting Person 2007
GWR Grandchildren’s Partnership | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 71,089 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 71,089 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 71,089 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.2
percent | |
| 14 | Type of
Reporting Person PN | |

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CUSIP No. 568427 10 8 Page 15 of 29 Pages

| 1 | Name of
Reporting Person The
Gary W. Rollins Revocable Trust | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 219,070 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 219,070 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 219,070 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.6
percent | |
| 14 | Type of
Reporting Person OO | |

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CUSIP No. 568427 10 8 Page 16 of 29 Pages

| 1 | Name of
Reporting Person WNEG
Investments, L.P. | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 327,258 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 327,258 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 327,258 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 1.0
percent | |
| 14 | Type of
Reporting Person PN | |

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CUSIP No. 568427 10 8 Page 17 of 29 Pages

| 1 | Name of
Reporting Person The R.
Randall Rollins 2012 Trust | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
| 3 | SEC Use
Only | |
| 4 | Source
of Funds OO | |
| 5 | Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) | ☐ |
| 6 | Citizenship or
Place of Organization United
States | |
| 7 | Sole
Voting Power 22,796 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 22,796 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 22,796 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.1
percent | |
| 14 | Type of
Reporting Person OO | |

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CUSIP No. 568427 10 8 Page 18 of 29 Pages

Item 1.

Security and Issuer

This Amendment No. 7 to Schedule 13D relates to the Common Stock, $.10 par value, of Marine Products Corporation, a Delaware corporation (the “Company”). The original Schedule 13D was filed on January 10, 2003 and was amended by Amendment No. 1 filed on May 1, 2003, Amendment No. 2 filed on January 31, 2013, Amendment No. 3 filed on August 17, 2016, Amendment No. 4 filed on November 15, 2016, Amendment No. 5 filed on August 7, 2019, and Amendment No. 6 filed on July 2, 2020 (collectively the “Schedule 13D, as amended”). The principal executive office of the Company is located at:

2801 Buford Highway, Suite 300

Atlanta, Georgia 30329

Item 2.

Identity and Background

1.

The Estate of R. Randall Rollins is a reporting person filing this statement. Its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(d)

None.

(e)

None.

2.

(a) Gary W. Rollins is a reporting person filing this statement.

(b)

His principal business address is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.

(c)

His principal occupation is Vice Chairman and Chief Executive Officer of Rollins, Inc., engaged in the provision of pest and termite control services, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.

(d)

None.

(e)

None.

(f)

United States.

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CUSIP No. 568427 10 8 Page 19 of 29 Pages

3.

RFA Management Company, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a family office investment manager.

(d)

None.

(e)

None.

4.

RFPS Investments III, L.P. is a reporting person filing this statement. It is a Georgia limited partnership, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company.

(d)

None.

(e)

None.

5.

LOR, Inc. is a reporting person filing this statement. It is a Georgia corporation, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company.

(d)

None.

(e)

None.

6.

LOR Investment Company, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company.

(d)

None.

(e)

None.

7.

RFT Investment Company, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company.

(d)

None.

(e)

None.

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CUSIP No. 568427 10 8 Page 20 of 29 Pages

8.

Rollins Holding Company, Inc. is a reporting person filing this statement. It is a Georgia corporation, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company.

(d)

None.

(e)

None.

9.

The R. Randall Rollins Voting Trust U/A dated August 25, 1994 (the “RRR Voting Trust”) is a reporting person filing this statement. RRR Voting Trust is a revocable trust established by and for the benefit of R. Randall Rollins. Timothy C. Rollins is a trustee of RRR Voting Trust. The principal business address of RRR Voting Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(d)

None.

(e)

None.

10.

The Gary W. Rollins Voting Trust U/A dated September 14, 1994 (the “GWR Voting Trust”) is a reporting person filing this statement. GWR Voting Trust is a revocable trust established by and for the benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of GWR Voting Trust. The principal business address of GWR Voting Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(d)

None.

(e)

None.

11.

RCTLOR, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company.

(d)

None.

(e)

None.

12.

1997 RRR Grandchildren’s Partnership is a reporting person filing this statement. It is a Georgia general partnership, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. It is a family investment entity.

(d)

None.

(e)

None.

13.

2007 GWR Grandchildren’s Partnership is a reporting person filing this statement. It is a Georgia general partnership, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. It is a family investment entity.

(d)

None.

(e)

None.

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CUSIP No. 568427 10 8 Page 21 of 29 Pages

14.

The Gary W. Rollins Revocable Trust is a revocable trust established by and for the benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of The Gary W. Rollins Revocable Trust. The principal business address of The Gary W. Rollins Revocable Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(d)

None.

(e)

None.

15.

WNEG Investments, L.P. is a reporting person filing this statement. It is a Georgia limited partnership, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. It is a family investment entity.

(d)

None.

(e)

None.

16.

The R. Randall Rollins 2012 Trust is a revocable trust established by and for the benefit of R. Randall Rollins. Timothy C. Rollins is a trustee of The R. Randall Rollins 2012 Trust. The principal business address of The R. Randall Rollins 2012 Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(d)

None.

(e)

None.

17.

WNEG Management Company, LLC is the general partner of WNEG Investments, L.P., which is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. It is a family investment entity, and Gary W. Rollins is its sole manager and member.

(d)

None.

(e)

None.

18.

(a)

Thomas Hamilton Claiborne is a director of LOR, Inc., which is a reporting person filing this statement.

(b)

His address is 15 Ellensview Ct., Richmond, VA 23226.

(c)

His principal occupation is Managing Director, Mary Oppenheimer Daughters Holdings Limited, the business address of which is Mary Oppenheimer Daughters Holdings Limited, 2 nd Floor Cycle 360 House, Isle of Man Business Park, Douglas, Isle of Man IM2 2QZ.

(d)

None.

(e)

None.

(f)

United States.

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CUSIP No. 568427 10 8 Page 22 of 29 Pages

19.

(a)

Amy R. Kreisler is a director of LOR, Inc., which is a reporting person filing this statement.

(b)

Her business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329.

(c)

Her principal occupation is Executive Director—The O. Wayne Rollins Foundation and The Ma-Ran Foundation (private charitable entities), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.

(d)

None.

(e)

None.

(f)

United States.

20.

(a)

Paul Morton is a director of LOR, Inc., which is a reporting person filing this statement.

(b)

His business address is 3620 Happy Valley Road, Suite 202, Lafayette, CA 94549.

(c)

His principal occupation is Managing Director, Morton Management LLC, the business address of which is 3620 Happy Valley Road, Suite 202, Lafayette, CA 94549.

(d)

None.

(e)

None.

(f)

United States.

21.

(a)

Pamela R. Rollins is a director of LOR, Inc., which is a reporting person filing this statement.

(b)

Her business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329.

(c)

Her principal occupation is as Board member for Young Harris College, and Board member of National Monuments Foundation and the O. Wayne Rollins Foundation, the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.

(d)

None.

(e)

None.

(f)

United States.

22.

(a)

Timothy C. Rollins is a director of LOR, Inc., which is a reporting person filing this statement.

(b)

1908 Cliff Valley Way NE, Atlanta, GA 30329.

(c)

His principal occupation is Vice President of Rollins Investment Company (management services), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.

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CUSIP No. 568427 10 8 Page 23 of 29 Pages

(d)

None.

(e)

None.

(f)

United States.

23.

Nine family trusts (the “1976 RRR Trusts”) are the general partners of 1997 RRR Grandchildren’s Partnership, which is a reporting person filing this statement. The 1976 RRR Trusts are irrevocable trusts established by R. Randall Rollins for the benefit of his grandchildren and more remote descendants. Gary W. Rollins is a trustee of the 1976 RRR Trusts and exercises de facto control over them. The principal business address of the 1976 RRR Trusts is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(d)

None.

(e)

None.

24.

Four family trusts (the “1976 GWR Trusts”) are the general partners of 2007 GWR Grandchildren’s Partnership, which is a reporting person filing this statement. The 1976 GWR Trusts are irrevocable trusts established by Gary W. Rollins for the benefit of his grandchildren and more remote descendants. The principal business address of the 1976 GWR Trusts is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(d)

None.

(e)

None.

25.

(a)

Donald P. Carson is a director and the Secretary and Treasurer of LOR, Inc., which is a reporting person filing this statement. He is also a director and the Secretary and Treasurer of Rollins Holding Company, Inc., which is a reporting person filing this statement.

(b)

His business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329.

(c)

His principal occupation is President, RFA Management Company, LLC, the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.

(d)

None.

(e)

None.

(f)

United States.

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CUSIP No. 568427 10 8 Page 24 of 29 Pages

Item 3.

Source and Amount of Funds or Other Consideration

See the Schedule 13D, as amended for historical information. Shares distributed pursuant to the Dissolution, as defined in Item 5 below, were distributed for no consideration. Mr. R. Randall Rollins died on August 17, 2020, and 1,101,971 shares became property of his estate.

Item 4.

Purpose of Transaction

See the Schedule 13D, as amended.

Item 5.

Interest in Securities of the Issuer

(a)-(b)

See the cover pages to this Amendment.

Mr. Thomas Claiborne does not beneficially own any shares of Company Common Stock.

Ms. Amy R. Kreisler beneficially owns 271,841 shares of Company Common Stock (0.8%). She has sole voting and dispositive power with respect to 162,545 shares, and shared voting and dispositive power with respect to 109,296 shares. These shares include 109,296 shares of Company Common Stock held in charitable trusts of which she is a co-trustee. Excludes 20,171 shares of Company Common Stock held indirectly through two family limited partnerships of which Ms. Kreisler is a general partner.

Mr. Paul Morton beneficially owns 900 shares of Company Common Stock (0.0%) as to which shares he has sole voting and dispositive power.

Ms. Pamela R. Rollins beneficially owns 129,151 shares of Company Common Stock (0.4%). She has sole voting and dispositive power with respect to 116,353 shares, and shared voting and dispositive power with respect to 12,798 shares. These shares include 12,798 shares of Company Common Stock held in a charitable trust of which she is a co-trustee. Excludes 20,171 shares of Company Common Stock held indirectly through two family limited partnerships of which Ms. Rollins is a general partner.

Mr. Timothy C. Rollins beneficially owns 75,370 shares of Company Common Stock (0.2%). He has sole voting and dispositive power with respect to 75,086 shares, and shared voting and dispositive power with respect to 284 shares. These shares include 284 shares of Company Common Stock held by his wife, as to which Mr. Rollins disclaims any beneficial interest. Excludes 20,171 shares of Company Common Stock held indirectly through two family limited partnerships of which Mr. Rollins is a general partner.

The 1976 RRR Trusts beneficially own 39,586 shares of Company Common Stock (0.1%). They have sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 39,586 shares. These shares include 39,586 shares of Company Common Stock held by 1997 RRR Grandchildren’s Partnership.

The 1976 GWR Trusts beneficially own 71,089 shares of Company Common Stock (0.2%). They have sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 71,089 shares. These shares include 71,089 shares of Company Common Stock held by 2007 GWR Grandchildren’s Partnership.

WNEG Management Company, LLC beneficially owns 327,258 shares of Company Common Stock (1.0%). It has sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 327,258 shares. These shares include 327,258 shares of Company Common Stock held by WNEG Investments, L.P.

Mr. Donald P. Carson beneficially owns zero shares of Company Common Stock (0.0%).

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CUSIP No. 568427 10 8 Page 25 of 29 Pages

(c)

The following transactions were effected by, or with respect to, the reporting persons and the other persons listed in Item 2 within 60 days of the date hereof:

●

On June 30, 2020, pursuant to an Agreement for Dissolution of Partnership dated June 30, 2020, RFPS Management Company III, L.P. dissolved and distributed 22,497,441 shares of Company Common Stock to RFPS Investments III, L.P., and 156,838 shares of Company Common Stock to RFA Management Company, LLC, for no consideration.

●

On June 30, 2020, pursuant to an Agreement for Dissolution of Partnership dated June 30, 2020, RFPS Investments III, L.P. dissolved, and on August 3, 2020 it distributed 22,497,426 shares of Company Common Stock to its equity holders, for no consideration (the “Dissolution”).

●

In connection with the distribution of shares by RFPS Investments III, L.P. in connection with its Dissolution on June 30, 2020 described above, the following persons received shares of Company Common Stock, for no consideration:

o

LOR, Inc. –19,121,663 shares

o

LOR Investment Company, LLC—16,597 shares

o

Rollins Holding Company, Inc. –343,479 shares

o

RFT Investment Company, LLC—297,913 shares

o

RRR Voting Trust--79 shares

o

GWR Voting Trust--79 shares

o

RCTLOR, LLC—1,065,475 shares

o

1997 RRR Grandchildren’s Partnership—39,586 shares

o

2007 GWR Grandchildren’s Partnership—71,089 shares

o

Gary W. Rollins—63,421 shares

o

Amy R. Kreisler—160,545 shares

o

Pamela R. Rollins—106,353 shares

o

Timothy C. Rollins—70,086 shares

o

Rollins Family Trusts—535,265 shares

o

The Gary W. Rollins Revocable Trust—219,070 shares

o

WNEG Investments, L.P. —327,258 shares

o

The R. Randall Rollins 2012 Trust –22,796 shares

●

Mr. R. Randall Rollins died on August 17, 2020, and 1,101,971 shares became the property of his estate.

(d)

None.

(e)

Following the death of R. Randall Rollins on August 17, 2020, the 2007 GWR Grandchildren’s Partnership, the RRR Voting Trust, and the R. Randall Rollins 2012 Trust ceased to be a part of the reporting group and therefore ceased to beneficially own in excess of 5% of outstanding Company common stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as referenced above in Items 4 and 5, the content of which is incorporated herein by reference, there are no such contracts, arrangements, understandings, or relationships with respect to any securities of the Company, including but not limited to transfer or voting of any of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits

See the Schedule 13D, as amended, for historical information.

(A)

Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k).

(B)

Letter dated June 30, 2020. (incorporated by reference to Item 7(B) contained in Amendment No. 6 to Schedule 13D filed on July 2, 2020.)

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CUSIP No. 568427 10 8 Page 26 of 29 Pages

Signature.

After reasonable inquiry each of the undersigned certifies that to the best of his knowledge and belief the information set forth in this statement is true, complete and correct.

| RFT INVESTMENT COMPANY, LLC By: LOR,
INC., Manager By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |
| --- | --- |
| RFA MANAGEMENT COMPANY, LLC By: LOR,
INC., Manager By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |
| RFPS INVESTMENTS III, L.P. By:
LOR INVESTMENT COMPANY, LLC, General Partner By: LOR,
INC., Class A Member By: /s/ Gary W.
Rollins Gary W.
Rollins, President | Date:
August 20, 2020 |
| LOR INVESTMENT COMPANY, LLC By: LOR,
INC., Class A Member By: /s/ Gary W.
Rollins Gary W. Rollins,
President | Date:
August 20, 2020 |
| ROLLINS HOLDING COMPANY, INC. By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |
| GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994 By: /s/ Gary W.
Rollins Gary W.
Rollins, trustee | Date:
August 20, 2020 |
| RCTLOR, LLC By: LOR,
INC., Manager By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |
| LOR, INC. By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |

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CUSIP No. 568427 10 8 Page 27 of 29 Pages

| 1997 RRR GRANDCHILDREN’S PARTNERSHIP By: /s/ Gary W.
Rollins Gary W.
Rollins, as co-trustee of the 1976
RRR Trusts, each a General Partner | Date:
August 20, 2020 |
| --- | --- |
| GARY W. ROLLINS REVOCABLE TRUST By: /s/ Gary W.
Rollins Gary W.
Rollins, trustee | Date:
August 20, 2020 |
| WNEG INVESTMENTS, L.P. By: WNEG
MANAGEMENT COMPANY, LLC, General
Partner By: /s/ Gary W.
Rollins Gary W.
Rollins, Sole Manager and Member | Date:
August 20, 2020 |
| /s/ Gary W.
Rollins GARY W. ROLLINS | Date:
August 20, 2020 |
| R. RANDALL ROLLINS VOTING TRUST U/A DATED AUGUST 25, 1994 By: /s/ Timothy C. Rollins Timothy
C. Rollins, trustee | Date:
August 20, 2020 |
| 2007 GWR GRANDCHILDREN’S PARTNERSHIP By: /s/ Donald P. Carson Donald
P. Carson, as co-trustee of the 1976
GWR Trusts, each a General Partner | Date:
August 20, 2020 |
| R. RANDALL ROLLINS 2012 TRUST By: /s/ Timothy C. Rollins Timothy
C. Rollins, trustee | Date:
August 20, 2020 |
| ESTATE OF R. RANDALL ROLLINS By: /s/ Gary W.
Rollins Gary W.
Rollins, Designated Executor | Date:
August 20, 2020 |

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CUSIP No. 568427 10 8 Page 28 of 29 Pages

EXHIBIT A

The undersigned each hereby certifies and agrees that the above Amendment to Schedule 13D concerning securities issued by Marine Products Corporation is being filed on behalf of each of the undersigned.

| RFT INVESTMENT COMPANY, LLC By: LOR,
INC., Manager By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |
| --- | --- |
| RFA MANAGEMENT COMPANY, LLC By: LOR,
INC., Manager By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |
| RFPS INVESTMENTS III, L.P. By:
LOR INVESTMENT COMPANY, LLC, General Partner By: LOR,
INC., Class A Member By: /s/ Gary W.
Rollins Gary W.
Rollins, President | Date:
August 20, 2020 |
| LOR INVESTMENT COMPANY, LLC By: LOR,
INC., Class A Member By: /s/ Gary W.
Rollins Gary W.
Rollins, President | Date:
August 20, 2020 |
| ROLLINS HOLDING COMPANY, INC. By: /s/
Gary W. Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |
| GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994 By: /s/ Gary W.
Rollins Gary W.
Rollins, trustee | Date:
August 20, 2020 |
| RCTLOR, LLC By: LOR,
INC., Manager By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |
| LOR, INC. By: /s/ Gary W.
Rollins Gary W.
Rollins, Vice President | Date:
August 20, 2020 |

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CUSIP No. 568427 10 8 Page 29 of 29 Pages

| 1997 RRR GRANDCHILDREN’S PARTNERSHIP By: /s/ Gary W.
Rollins Gary W.
Rollins, as co-trustee of the 1976
RRR Trusts, each a General Partner | Date:
August 20, 2020 |
| --- | --- |
| GARY W. ROLLINS REVOCABLE TRUST By: /s/ Gary W.
Rollins Gary W.
Rollins, trustee | Date:
August 20, 2020 |
| WNEG INVESTMENTS, L.P. By: WNEG MANAGEMENT COMPANY, LLC, General
Partner By: /s/ Gary W.
Rollins Gary W.
Rollins, Sole Manager and Member | Date:
August 20, 2020 |
| /s/ Gary W.
Rollins GARY W. ROLLINS | Date:
August 20, 2020 |
| R. RANDALL ROLLINS VOTING TRUST U/A DATED AUGUST 25, 1994 By: /s/ Timothy C. Rollins Timothy
C. Rollins, trustee | Date:
August 20, 2020 |
| 2007 GWR GRANDCHILDREN’S PARTNERSHIP By: /s/ Donald P. Carson Donald
P. Carson, as co-trustee of the 1976
GWR Trusts, each a General Partner | Date:
August 20, 2020 |
| R. RANDALL ROLLINS 2012 TRUST By: /s/ Timothy C. Rollins Timothy
C. Rollins, trustee | Date:
August 20, 2020 |
| ESTATE OF R. RANDALL ROLLINS By: /s/ Gary W.
Rollins Gary W.
Rollins, Designated Executor | Date:
August 20, 2020 |

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