RPC INC - Major Shareholding Notification 2020

style header

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

| RPC,
Inc. |
| --- |
| (Name of
Issuer) |
| Common Stock, $.10
Par Value |
| (Title of Class of
Securities) |
| 749660 10
6 |
| (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).

style footer

page break

CUSIP No. 749660 10 6 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 1,068,606 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 1,068,606 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,068,606 | |
| 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 IN | |

page break

CUSIP No. 749660 10 6 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 5,199,461 | |
| 8 | Shared
Voting Power 138,659,498 | |
| 9 | Sole
Dispositive Power 5,199,461 | |
| 10 | Shared
Dispositive Power 138,659,498 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 143,858,959 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 66.9
percent | |
| 14 | Type of
Reporting Person IN | |

Includes 3,505,614 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 II, L.P.: (a) LOR, Inc., a Georgia corporation, 84,675,913 shares (Mr. Gary W. Rollins is an officer and director of LOR, Inc., and has a 50% voting interest in it.), (b) LOR Investment Company, LLC, a Georgia limited liability company, 101,510 shares (LOR Investment Company, LLC is member managed, and LOR, Inc. holds a majority of all voting interests in LOR Investment Company, LLC), (c) Rollins Holding Company, Inc., a Georgia corporation, 2,544,785 shares (Mr. Gary W. Rollins is an officer and director of Rollins Holding Company, Inc., and has a 50% voting interest in it.), (d) RCTLOR, LLC, a Georgia limited liability company, 15,677,030 shares (LOR, Inc. is the managing member of RCTLOR, LLC), (e) 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, 582,471 shares (Mr. Gary W. Rollins is a trustee of each such trust), (f) WNEG Investments, L.P., a Georgia limited partnership, 4,815,172 shares (Mr. Gary Rollins is the sole member of the sole general partner of WNEG Investments, L.P.), (g) two revocable trusts established by Mr. Gary W. Rollins, as to each of which he is the sole trustee, 3,224,504 shares, and (h) seven trusts (the “Rollins Family Trusts”) for the benefit of the children and/or more remote descendants of his brother, Mr. R. Randall Rollins, 10,279,139 shares. Also includes 889,242 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. Also includes 11,292,525 shares of Company Common Stock held by RFT Investment Company, LLC, of which LOR, Inc. is the manager. Also includes 17 shares held by RFPS Investments II, L.P. The general partner of RFPS Investments II, L.P. is LOR Investment Company, LLC. Also includes 1,068,606 shares held by the Estate of R. Randall Rollins, of which Mr. Gary W. Rollins is the designated executor. Also includes 2,970 shares of Company Common Stock held by his wife. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. Shares owned directly include 933,166 shares received in connection with the dissolution of RFPS Investments II, L.P.

page break

CUSIP No. 749660 10 6 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 889,242 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 889,242 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 889,242 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.4
percent | |
| 14 | Type of
Reporting Person OO | |

page break

CUSIP No. 749660 10 6 Page 5 of 29 Pages

| 1 | Name of
Reporting Person RFPS
Investments II, 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 17 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 17 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 17 | |
| 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 | |

page break

CUSIP No. 749660 10 6 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 84,675,913 | |
| 8 | Shared
Voting Power 27,960,324 | |
| 9 | Sole
Dispositive Power 84,675,913 | |
| 10 | Shared
Dispositive Power 27,960,324 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 112,636,237 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 52.4
percent | |
| 14 | Type of
Reporting Person CO | |

Includes shares acquired by the following entities in connection with the dissolution of RFPS Investments II, L.P.: (a) LOR Investment Company, LLC, a Georgia limited liability company, 101,510 shares (LOR Investment Company, LLC is member managed, and LOR, Inc. holds a majority of all voting interests in LOR Investment Company, LLC), and (b) RCTLOR, LLC, a Georgia limited liability company, 15,677,030 shares (LOR, Inc. is the managing member of RCTLOR, LLC). Also includes 11,292,525 shares of Company Common Stock held by RFT Investment Company, LLC, of which LOR, Inc. is the manager. Also includes 889,242 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. Also includes 17 shares held by RFPS Investments II, L.P. The general partner of RFPS Investments II, 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.

page break

CUSIP No. 749660 10 6 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 101,510 | |
| 8 | Shared
Voting Power 17 | |
| 9 | Sole
Dispositive Power 101,510 | |
| 10 | Shared
Dispositive Power 17 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 101,527 | |
| 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 | |

Includes 17 shares held by RFPS Investments II, L.P. The general partner of RFPS Investments II, L.P. is LOR Investment Company, LLC.

page break

CUSIP No. 749660 10 6 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 11,292,525 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 11,292,525 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 11,292,525 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 5.2
percent | |
| 14 | Type of
Reporting Person OO | |

page break

CUSIP No. 749660 10 6 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 2,544,785 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 2,544,785 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,544,785 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 1.2
percent | |
| 14 | Type of
Reporting Person CO | |

page break

CUSIP No. 749660 10 6 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 1,171 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 1,171 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,171
* | |
| 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 | |

page break

CUSIP No. 749660 10 6 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 1,171 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 1,171 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,171 | |
| 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 | |

page break

CUSIP No. 749660 10 6 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 15,677,030 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 15,677,030 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 15,677,030 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 7.3
percent | |
| 14 | Type of
Reporting Person OO | |

page break

CUSIP No. 749660 10 6 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 582,471 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 582,471 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 582,471 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 0.3
percent | |
| 14 | Type of
Reporting Person PN | |

page break

CUSIP No. 749660 10 6 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 1,045,989 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 1,045,989 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,045,989 | |
| 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 | |

page break

CUSIP No. 749660 10 6 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 3,223,333 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 3,223,333 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 3,223,333 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 1.5
percent | |
| 14 | Type of
Reporting Person OO | |

page break

CUSIP No. 749660 10 6 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 4,815,172 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 4,815,172 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,815,172 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 2.2
percent | |
| 14 | Type of
Reporting Person PN | |

page break

CUSIP No. 749660 10 6 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 335,422 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 335,422 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 335,422 | |
| 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 OO | |

page break

CUSIP No. 749660 10 6 Page 18 of 29 Pages

Item 1.

Security and Issuer

This Amendment No. 13 to Schedule 13D relates to the common stock, $0.10 par value per share (the “Common Stock”), of RPC, Inc., a Delaware corporation (the “Company”). The original Schedule 13D was filed on November 8, 1993, as amended by Amendment No. 1 filed on March 5, 1996, Amendment No. 2 filed on January 10, 2003, Amendment No. 3 filed on May 1, 2003, Amendment No. 4 filed on October 14, 2003, Amendment No. 5 filed on December 14, 2006, Amendment No. 6 filed on August 3, 2007, Amendment No. 7 filed on August 29, 2007, Amendment No. 8 filed on November 20, 2007, Amendment No. 9 filed on January 25, 2013, Amendment No. 10 filed on December 11, 2014, Amendment No. 11 filed on August 7, 2019, and Amendment No. 12 filed on July 2, 2020 (collectively, the “Schedule 13D, as amended”). The principal executive office of the Company is located at:

| 2801
Buford Highway NE, Suite 300 |
| --- |
| Atlanta,
Georgia 30329 |

Item 2.

Identity and Background

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.

(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.

CUSIP No. 749660 10 6 Page 19 of 29 Pages

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.

RFPS Investments II, 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.

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.

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.

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.

CUSIP No. 749660 10 6 Page 20 of 29 Pages

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.

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.

CUSIP No. 749660 10 6 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.

CUSIP No. 749660 10 6 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.

CUSIP No. 749660 10 6 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.

CUSIP No. 749660 10 6 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 1,068,606 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 6,260,473 shares of Company Common Stock (2.9%). She has sole voting and dispositive power with respect to 2,367,228 shares, and shared voting and dispositive power with respect to 3,893,245 shares. These shares include 3,505,614 shares of Company Common Stock held in two charitable trusts of which she is a co-trustee or Executive Director. Also includes 387,631 shares held by the 2002 Amy R. Kreisler Trust, as to which she currently has the power to designate the members of the Investment Committee of the trustee. Excludes 1,561,261 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 1,750 shares of Company Common Stock (0.0%) as to which shares he has sole voting and dispositive power.

Ms. Pamela R. Rollins beneficially owns 2,783,219 shares of Company Common Stock (1.3%). She has sole voting and dispositive power with respect to 1,532,975 shares, and shared voting and dispositive power with respect to 1,250,244 shares. These shares include 862,613 shares of Company Common Stock held in a charitable trust of which she is a co-trustee. Also includes 387,631 shares held by the 2002 Pamela R. Rollins Trust, as to which she currently has the power to designate the members of the Investment Committee of the trustee. Excludes 1,561,261 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 1,422,889 shares of Company Common Stock (0.1%). He has sole voting and dispositive power with respect to 1,033,728 shares, and shared voting and dispositive power with respect to 389,161 shares. These shares include 1,530 shares of Company Common Stock held by his spouse. Also includes 387,631 shares held by the 2002 Timothy C. Rollins Trust, as to which he currently has the power to designate the members of the Investment Committee of the trustee. Excludes 1,561,261 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 582,471 shares of Company Common Stock (0.3%). They have sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 582,471 shares. These shares include 582,471 shares of Company Common Stock held by 1997 RRR Grandchildren’s Partnership.

The 1976 GWR Trusts beneficially own 1,045,989 shares of Company Common Stock (0.5%). They have sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 1,045,989 shares. These shares include 1,045,989 shares of Company Common Stock held by 2007 GWR Grandchildren’s Partnership.

WNEG Management Company, LLC beneficially owns 4,815,172 shares of Company Common Stock (2.2%). It has sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 4,815,172 shares. These shares include 4,815,172 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%).

page break

CUSIP No. 749660 10 6 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 II, L.P. dissolved and distributed 128,987,023 shares of Company Common Stock to RFPS Investments II, L.P. and 889,242 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 II, L.P. dissolved, and on August 3, 2020 it distributed 130,215,406 shares of Company Common Stock to its equity holders, for no consideration (the “Dissolution”).

●

In connection with the distribution of shares by RFPS Investments II, 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:

LOR, Inc. –84,675,913 shares

LOR Investment Company, LLC—101,510 shares

Rollins Holding Company, Inc. –2,544,785 shares

RRR Voting Trust—1,171 shares

GWR Voting Trust—1,171 shares

RCTLOR, LLC—15,677,030 shares

1997 RRR Grandchildren’s Partnership—582,471 shares

2007 GWR Grandchildren’s Partnership—1,045,989 shares

Gary W. Rollins—933,166 shares

Amy R. Kreisler—2,362,228 shares

Pamela R. Rollins—1,522,975 shares

Timothy C. Rollins—1,031,228 shares

2002 Amy R. Kreisler Trust—387,631 shares

2002 Pamela R. Rollins Trust—387,631 shares

2002 Timothy C. Rollins Trust—387,631 shares

Other Rollins Family Trusts—9,116,246 shares

The Gary W. Rollins Revocable Trust—3,223,333 shares

WNEG Investments, L.P. —4,815,172 shares .

The R. Randall Rollins 2012 Trust –335,422 shares

●

Mr. R. Randall Rollins died on August 17, 2020, and 1,068,606 shares became 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

(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. 12 to Schedule 13D filed on July 2, 2020.)

page break

CUSIP No. 749660 10 6 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 II, 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 |

CUSIP No. 749660 10 6 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 |

CUSIP No. 749660 10 6 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 RPC, Inc. is being filed on behalf of each of the undersigned.

CUSIP No. 749660 10 6 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 |

page break

AI assistant

RPC INC Major Shareholding Notification 2020

32178_mrq_2020-08-21_fc09fde1-1352-4226-9980-74d12d1b2d4c.zip

AI assistant

RPC INC — Major Shareholding Notification 2020

32178_mrq_2020-08-21_fc09fde1-1352-4226-9980-74d12d1b2d4c.zip

More from RPC INC

RPC INC Major Shareholding Notification 2020