Amendment: SEC Form SCHEDULE 13D/A filed by National Research Corporation
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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National Research Corporation (Name of Issuer) |
Common Stock, $.001 par value (Title of Class of Securities) |
637372202 (CUSIP Number) |
709 Pier 2,
Lincoln, NE, 68528
402-440-2768
Arnold & Porter Kaye Scholer LLP, 250 West 55th Street
New York, NY, 10019-9710
212-836-8000
Scudder Law Firm, P.C., L.L.O., 411 South 13th Street, Suite 200
Lincoln, NE, 68508
402-435-3223
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)

SCHEDULE 13D
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| CUSIP Number(s): | 637372202 |
| 1 |
Name of reporting person
Common Property Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,609,601.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 637372202 |
| 1 |
Name of reporting person
Common Property Trust LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,854,284.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 637372202 |
| 1 |
Name of reporting person
Amandla, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,755,317.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 637372202 |
| 1 |
Name of reporting person
Beans Patrick E. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,575,634.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP Number(s): | 637372202 |
| 1 |
Name of reporting person
Hays Michael D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
847,299.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $.001 par value | |
| (b) | Name of Issuer:
National Research Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1245 Q Street, Lincoln,
NEBRASKA
, 68508. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D ("Amendment No. 3"), which relates to shares of the Common Stock, par value $.001 per share (the "Common Stock"), of National Research Corporation, a Delaware corporation (the "Issuer") is being filed by: (i) Common Property Trust ("CPT"); (ii) Common Property Trust LLC, a Delaware limited liability company ("CPT LLC"), (iii) Amandla LLC, a Delaware limited liability company ("Amandla LLC"); (iv) Patrick E. Beans, ("PB"), and (v) Michael D. Hays, the founder and Chairman of the Board of the Issuer ("MH", and collectively with CPT, CPT LLC, Amandla LLC and PB, the "Reporting Persons"). This Amendment No. 3 amends the Schedule 13D initially filed on March 22, 2021, as amended by Amendment No. 1 thereto filed on March 5, 2024 by: (x) Thomas Richardson, as the trustee of CPT and Manager of CPT LLC ("TR"), (y) CPT, and (z) CPT LLC, and Amendment No. 2 thereto filed on April 10, 2025 ("Amendment No. 2") by the Reporting Persons and TR (collectively, the "CPT 13D").
This Amendment No. 3 is filed to reflect the relinquishment of MH's right to reacquire at any time, by substituting other property having equivalent value therefor, an aggregate of 582,688 shares of Common Stock held by certain irrevocable trusts established by MH for the benefit of various family members.
Neither the filing of this Amendment No. 3 nor any of its contents shall be deemed to constitute: (i) an admission that MH is the beneficial owner of the Common Stock beneficially owned by his spouse, CPT, CPT LLC, or Amandla LLC, or any of the Excluded Shares (as defined herein), for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Section 16 of the Exchange Act, or for any other purpose, and MH expressly disclaims beneficial ownership of such shares and (ii) an assertion or presumption that any of the persons on whose behalf this Amendment No. 3 is filed constitute a "group."
This Amendment No. 3 amends the CPT 13D (as previously amended) as set forth below. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed jointly by: (i) CPT; (ii) CPT LLC; (iii) Amandla LLC; (iv) PB; and (v) MH. Each of the foregoing is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached as Exhibit 99.1 to Amendment No. 2. | |
| (b) | The principal business address of CPT is 20 Montchanin Road, Suite 100, Greenville, DE 19807. The principal business address of Amandla LLC, CPT LLC and PB is 709 Pier 2, Lincoln, NE 68528. The principal business address of MH is c/o National Research Corp., 1245 "Q" Street, Lincoln, Nebraska 68508. | |
| (c) | The principal occupation of PB is financial advisor; the principal occupation of MH is the Chairman of the Issuer. CPT, CPT LLC and Amandla LLC were formed to implement MH's estate plans for the benefit of various family members. Addresses are set forth in paragraph (b) above. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. | |
| (f) | CPT is governed by the laws of the state of Delaware. Each of CPT LLC and Amanda LLC is a Delaware limited liability company. PB and MH are each citizens of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended to add the phrase "using personal funds" to the end of the last sentence thereof. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated to read in its entirety as follows:
(a) Set forth below is the aggregate number and percentage of outstanding shares of Common Stock owned beneficially by each Reporting Person based on 22,746,397 shares of Common Stock outstanding as of February 28, 2026 as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 5, 2026:
Sole Power Shared Power Sole Power Shared Power
Amount to Vote to Vote to Dispose or to Dispose or
Reporting Beneficially Percent or Direct or Direct Direct the Direct the
Person Owned of Class the Vote the Vote Disposition Disposition
CPT LLC (1) 3,854,284 16.9% 0 3,854,284 0 3,854,284
Amandla LLC (2) 4,755,317 20.9% 0 4,755,317 0 4,755,317
CPT (3) 8,609,601 37.9% 0 8,609,601 0 8,609,601
MH (4) 847,299 3.7% 45,171 802,128 45,171 802,128
PB (5) 10,575,634 46.5% 35,003 10,540,631 35,003 10,540,631
(1) CPT LLC is the direct holder of 3,854,284 shares of Common Stock (the "CPT LLC Shares").
(2) Amandla LLC is the direct holder of 4,755,317 shares of Common Stock (the "Amandla Shares").
(3) CPT, as the 100% owner of each of CPT LLC and Amandla LLC, shares beneficial ownership of the CPT LLC Shares with CPT LLC and shares beneficial ownership of the Amandla Shares with Amandla LLC.
(4) Includes: (i) 20,154 shares of Common Stock held directly by MH (over which he has sole voting and dispositive power); (ii) 25,017 shares of Common Stock under currently exercisable stock options (over which he has sole voting and dispositive power); (iii) 76,095 shares of Common Stock held by MH's wife (MH disclaims beneficial ownership of the shares held by his wife); and (iv) 726,033 shares of Common Stock (the "Irrevocable Trust Shares") held directly by various irrevocable trusts (the "Irrevocable Trusts") created by MH for the benefit of various family members, that MH has the right to reacquire at any time by substituting other property having equivalent value therefor (the "Reacquisition Right"), such that MH shares beneficial ownership of the Irrevocable Trust Shares with the Irrevocable Trusts. Excludes (collectively, the "Excluded Shares"): (i) the CPT LLC Shares; (ii) the Amandla Shares; (iii) 47,110 shares of Common Stock (the "1999 Trust Shares") held directly by a trust created by MH for the benefit of various family members (the "1999 Trust"); and (iv) an aggregate of 142,597 shares of Common Stock (the "Family Trust Shares") held directly by two irrevocable trusts created by MH for the benefit of various family members (the "Family Trusts"). MH has the power to replace the manager of Amandla LLC and CPT LLC (currently PB), who has direct voting and dispositive power with respect to shares held by those entities, at any time, so long as the replacement in each case is not MH himself or anyone related or subordinate to MH within the meaning of Section 672(c) of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MH may be deemed to be the beneficial owner of the CPT LLC Shares and the Amandla Shares, however, MH disclaims beneficial ownership of all such shares. MH also has the power to replace the trustee of the 1999 Trust (currently PB), who has direct voting and dispositive power with respect to the 1999 Trust Shares, at any time, so long as the replacement is not MH himself or anyone related or subordinate to MH within the meaning of Section 672(c) of the Code. As a result, MH may be deemed to be the beneficial owner of the 1999 Trust Shares, however, MH disclaims beneficial ownership of the 1999 Trust Shares. In addition, MH has the power to replace the Protector of the Family Trusts, who can in turn replace the Special Holdings Direction Advisor of the Family Trusts at any time (currently PB), who has direct voting and dispositive power with respect to the Family Trust Shares, so long as the replacement in each case is not MH himself or anyone related or subordinate to MH within the meaning of Section 672(c) of the Code. As a result, MH may be deemed to be the beneficial owner of the Family Trust Shares, however, MH disclaims beneficial ownership of the Family Trust Shares. Neither the filing of this Amendment No. 3 nor any of its contents shall be deemed to constitute an admission that MH is the beneficial owner of any shares of Common Stock held by his spouse or any Excluded Shares for purposes of Section 13(d) of the Exchange Act, Section 16 of the Exchange Act, or for any other purpose.
(5) Includes: (i) 35,003 shares of Common Stock held by PB directly; (ii) the CPT LLC Shares and the Amandla Shares (PB is the manager of Amandla LLC and CPT LLC); (iii) the Irrevocable Trust Shares (PB is the Special Holdings Direction Advisor and Protector of the Irrevocable Trusts); (iv) the Family Trust Shares (PB is the Special Holdings Direction Advisor and Protector of the Family Trusts); (v) the 1999 Trust Shares (PB is the trustee of the 1999 Trust); (vi) an aggregate of 423,561 shares of Common Stock (the "Additional Shares") held directly by various trusts created by MH (the "Additional Shares Trusts") for the benefit of various family members (PB is the Special Holdings Direction Advisor and Protector of the Additional Shares Trusts, with direct voting and dispositive power over the Additional Shares); (vii) an aggregate of 312,629 shares of Common Stock (the "Burr Oak Shares") held directly by various limited liability companies (the "Burr Oak LLCs") that are 100% owned by certain of the Irrevocable Trusts, the Family Trusts and an Additional Share Trust (the "Burr Oak Irrevocable Trusts") (PB is the Special Manager of the Burr Oak LLCs); and (viii) 279,100 shares of Common Stock (the "Foundation Shares") held by a charitable foundation formed by MH (PB is one of two members of the Special Holdings Direction Advisor Committee for such foundation). As a result, PB shares beneficial ownership over: (i) the CPT LLC Shares with CPT and CPT LLC; (ii) the Amandla Shares with CPT and Amandla LLC; (iii) the Irrevocable Trust Shares with the Irrevocable Trusts and MH; (iv) the Family Trust Shares with the Family Trusts; (iv) the 1999 Trust Shares with the 1999 Trust; (v) the Additional Trust Shares with the Additional Trusts; (vi) the Burr Oak Shares with the Burr Oak LLCs and the Burr Oak Irrevocable Trusts; and (vi) the Foundation Shares with the other member of the Special Holdings Direction Advisor Committee for such foundation and such foundation (PB disclaims beneficial ownership of the Foundation Shares). | |
| (b) | See paragraph (a) above. | |
| (c) | Other than as described herein, there have been no transactions in the Common Stock by the Reporting Persons during the past 60 days. | |
| (d) | Other than: (i) the Irrevocable Trusts, which hold the Irrevocable Trust Shares directly; (ii) the 1999 Trust, which holds the 1999 Trust Shares directly; (iii) the Family Trusts, which hold the Family Trust Shares directly; (iv) the Additional Share Trusts, which hold the Additional Shares directly; (v) the Burr Oak LLCs, which hold the Burr Oak Shares directly, and the Burr Oak Irrevocable Trusts, which own the Burr Oak LLCs; and (vi) the foundation that holds the Foundation Shares directly, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, Common Stock beneficially owned by any Reporting Person (and none of the individual interests of any of the entities described above relates to more than 5% of the Common Stock outstanding). | |
| (e) | Excluding the Excluded Shares, as of March 23, 2026, MH ceased to be the beneficial owner of more than five percent of the Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is amended by adding the following after the last paragraph thereof:
MH holds options to purchase: (i) 4,523 shares of Common Stock at an exercise price of $42.25 that vest on January 4, 2027; (ii) 4,909 shares of Common Stock at an exercise price of $38.93 that vest on January 4, 2028; (iii) 11,021 shares of Common Stock at an exercise price of $17.34 that vest on January 10, 2030; and (iv) 4,833 shares of Common Stock at an exercise price of $39.54 that vest upon the Issuer achieving a minimum total recurring contract value of $170 million as of December 31, 2026. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the CPT 13D is amended by adding the following exhibit thereto:
99.15 Form of Nonqualified Stock Option Agreement, incorporated by reference to Exhibit 10.14 to National Research Corporation's Annual Report on Form 10-K for the year ended December 31, 2006, filed on April 2, 2007
99.16 Form of Option Award Notice, incorporated by reference to Exhibit 10.2 to National Research Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 9, 2024 | ||
| 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.
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