SEC Form SC 13D/A filed by Heartland Financial USA Inc. (Amendment)

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.

  Names of Reporting Persons.

  Lynn B. Fuller

  Lynn B. Fuller Trust Under Agreement Dated 5/7/1996

  Lynn S. Fuller Family GST Trust (Lynn B. Fuller Trustee)

  LBF Heartland Partnership LLLP

  LBF Heartland Partnership II LLLP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Iowa Trust and Limited Partnership, Florida Trust (GST)

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  685,462 (1)

  Shared Voting Power

  0 (2)

  Sole Dispositive Power

  685,462 (1)

  Shared Dispositive Power

  0 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  685,462 (1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  1.63%

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Represents 2,181 shares of Common Stock representing the approximate amount of shares expected to be received on a net basis as a result of the vesting of 3,115 restricted stock units (RSUs) on March 6, 2022, but not settled as of filing; 1,209 RSUs scheduled to vest on March 31, 2022; 12,188 shares of Common Stock held in a 401(k) retirement account for the benefit of Lynn B. Fuller; 9,777 shares of Common Stock held by the Lynn B. Fuller Trust Under Agreement Dated 5/7/1996, for which Lynn B. Fuller serves as sole trustee with sole voting and dispositive power; 92,669 shares of Common Stock held by the Lynn S. Fuller Family GST Trust Under Agreement Dated 9/19/91 (Lynn B. Fuller Trustee), over which shares Lynn B. Fuller has sole voting and dispositive power; 313,180 shares of Common Stock held by LBF Heartland Partnership LLLP, for which Lynn B. Fuller serves as general partner with sole voting and dispositive power; and 254,258 shares of Common Stock held by LBF Heartland Partnership II LLLP, for which Lynn B. Fuller serves as general partner with sole voting and dispositive power.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Thomas J. Fuller

  Thomas J. Fuller Trust Under Agreement Dated 02/26/2021

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Iowa Trust

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  210,617 (1)

  Shared Voting Power

  0 (2)

  Sole Dispositive Power

  210,617 (1)

  Shared Dispositive Power

  0 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  210,067(1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust)

indicates less than one percent.

Represents 210,418 shares of Common Stock held by the Thomas J. Fuller Trust Under Agreement Dated 02/26/2021 and 199 shares of Common Stock held by Thomas J. Fuller directly. Of these shares, 96,580 are pledged in a margin account.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. The Reporting Person disclaims beneficial ownership of all shares other than those identified in Row 11.

  Names of Reporting Persons.

  Cynthia A. Fuller

  Cynthia A. Fuller Trust Under Agreement Dated 7/2/2015

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Iowa Trust

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  11,000 (1)

  Shared Voting Power

  0 (2)

  Sole Dispositive Power

  11,000 (1)

  Shared Dispositive Power

  11,000 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,000 (1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (trust)

indicates less than one percent.

Represents 11,000 shares of Common Stock held by the Cynthia A. Fuller Trust under Agreement Dated 7/2/2015, for which Ms. Cynthia A. Fuller serves as sole trustee with sole voting and dispositive power.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Barry H. Orr

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  21,260 (1)

  Shared Voting Power

  218,300 (2)(3)

  Sole Dispositive Power

  21,260 (1)

  Shared Dispositive Power

  218,300 (2)(3)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  239,560 (1)(2)(3)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN

indicates less than one percent.

Represents 4,778 held directly by Barry H. Orr; 1,303 PSAs scheduled to vest on March 11, 2022; and 15,179 shares of Common Stock held in an Individual Retirement Account for the benefit of Barry H. Orr.

Represents shares held by Barry H. Orr and his spouse, Kathy Orr, as joint tenants.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Kathy Orr

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  0

  Shared Voting Power

  218,300 (1)(2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  218,300 (1)(2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  218,300 (1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN

indicates less than one percent.

Represents shares held by Kathy Orr and her spouse, Barry H. Orr, as joint tenants.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Mary Lou Fuller

  Mary Lou Fuller Trust Under Agreement Dated 7/24/2018

  Mary Lou Fuller Trustee Lynn S. Fuller Family GST Trust FBO Mary Lou Fuller U/A 9/19/91

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen; Illinois Trust; Florida Trust (GST)

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  374,863 (1)

  Shared Voting Power

  0 (2)

  Sole Dispositive Power

  374,863 (1)

  Shared Dispositive Power

  0 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  374,863 (1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust)

indicates less than one percent.

Represents 282,193 shares of Common Stock held by the Mary Lou Fuller Trust Under Agreement Dated 7/24/2018, for which Mary Lou Fuller serves as sole trustee with sole voting and dispositive power, and 92,670 shares of Common Stock held by Mary Lou Fuller Trustee Lynn S. Fuller Family GST Trust FBO Mary Lou Fuller U/A 9/19/91 over which shares Mary Lou Fuller has sole voting and dispositive power.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Kurt M. Saylor

  Kurt M. Saylor Trust Under Agreement Dated 1/6/1998

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Kansas Trust

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  111,910 (1)

  Shared Voting Power

  0(2)

  Sole Dispositive Power

  111,910 (1)

  Shared Dispositive Power

  0 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  111,910 (1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust)

indicates less than one percent.

Represents 111,910 shares of Common Stock held by the Kurt M. Saylor Trust Under Agreement Dated 1/6/1998, for which Kurt M. Saylor serves as sole trustee with sole voting and dispositive power.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to vote up to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Melissa J. Saylor

  Melissa J. Saylor Trust Under Agreement Dated 1/6/1998

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Kansas Trust

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  46,311 (1)

  Shared Voting Power

  0 (2)

  Sole Dispositive Power

  46,311 (1)

  Shared Dispositive Power

  0 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  46,311 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust)

indicates less than one percent.

Represents 46,311 shares of Common Stock held by the Melissa J. Saylor Trust Under Agreement Dated 1/6/1998, for which Melissa J. Saylor serves as sole trustee with sole voting and dispositive power.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Thomas G. Richards

  Thomas G. Richards Living Trust

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A. citizen, California Trust

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  76,654 (1)

  Shared Voting Power

  0 (2)

  Sole Dispositive Power

  76,654 (1)

  Shared Dispositive Power

  0 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  76,654 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust)

indicates less than one percent.

Represents 70,045 shares of Common Stock held by the Thomas G. Richards Living Trust, for which Thomas G. Richards serves as sole trustee with sole voting and dispositive power; 292 shares of Common Stock held by an individual retirement account for the benefit of Thomas G. Richards, and 6,317 shares held by Thomas G. Richards under the name Thomas Richards or Tom G. Richards.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  R. Bruce Orr

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  66,624

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  66,624

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  66,624(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (1)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN

indicates less than one percent.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Barry Brown

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  165,972

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  165,972

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  165,972 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (1)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN

indicates less than one percent.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Ronny Brown

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A.

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  53,639

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  53,639

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  53,639 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (1)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN

indicates less than one percent.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Robert D. Regnier

  Robert D. Regnier Revocable Trust

  Robert & Ann Regnier Family Limited Partnership

  Regnier Family Limited Partnership

  Regnier Family Limited Partnership II

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen; Kansas Trust; Kansas Partnerships

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  506,425 (1)

  Shared Voting Power

  0 (2)

  Sole Dispositive Power

  506,425 (1)

  Shared Dispositive Power

  0 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  506,425 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  1.20%

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Represents 354,625 shares of Common Stock held by the Robert D. Regnier Revocable Trust, for which Robert D. Regnier is the sole trustee with sole voting and dispositive power; 66,821 in an individual retirement account for the benefit of Robert D. Regnier; 29,242 shares of Common Stock held by the Robert & Ann Regnier Family Limited Partnership, for which Robert D. Regnier serves as general partner with sole voting and dispositive power; and 55,737 shares of Common Stock are held by the Robert D. Regnier Family Limited Partnership II, for which Robert D. Regnier serves as general partner with sole voting and dispositive power

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Ramesh C. Kapur, CHANDA Kapur & Seema Chand Kapur fbo 2020 Gift Trust UTD 10/29/2020

  RCK LP A Limited Partnership

  Kapur & Associates, Inc.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Wisconsin Trust, Limited Partnership and Corporation

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  159,367 (1)

  Shared Voting Power

  14,155 (1)(2)

  Sole Dispositive Power

  159,367 (1)

  Shared Dispositive Power

  14,155 (1)(2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  173,522 (1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Less than 1%.

Includes 21,044 shares held by the Ramesh C. Kapur, CHANDA Kapur & Seema Chand Kapur fbo 2020 Gift Trust UTD 10/29/2020; 14,155 shares held by the reporting person’s spouse; 135,323 shares held in RCK LP A Limited Partnership, an entity of which the reporting person serves as general partner and thereby holds sole voting power and sole dispositive power with respect to shares held by such entity, and 3,000 shares held by Kapur & Associates, Inc., a corporation of which the reporting person is an officer and director and thereby holds sole voting power and sole dispositive power with respect to shares held by such entity.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Mike Mechenbier

  Mike Mechenbier & Kathleen Bechenbier Trust UA dtd 3/18/1988

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, New Mexico Trust

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  45,843 (1)

  Shared Voting Power

  0 (2)

  Sole Dispositive Power

  45,843 (1)

  Shared Dispositive Power

  0 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  45,843 (1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Represents less than 1%.

Includes 45,418 shares held by the Mike Mechenbier & Kathleen Mechenbier Trust UA dtd 3/18/1988, of which the reporting person serves as trustee and thereby exercises sole voting power and sole dispositive power, and 425 shares held by the reporting person individually.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Shannon Himango

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Minnesota Trust and Limited Partnership

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  86,293

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  86,293

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  86,293 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Less than 1%.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  James Young

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Minnesota Trust and Limited Partnership

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  20,000

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  20,000

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  20,000 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Less than 1%.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Ricky Green

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Minnesota Trust and Limited Partnership

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  56,285

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  56,285

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  56,285 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Less than 1%.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Fred Locker

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Minnesota Trust and Limited Partnership

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  62,697

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  62,697

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  62,697 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Less than 1%.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Gary Rothwell

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Minnesota Trust and Limited Partnership

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  27,000

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  27,000

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  27,000 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Less than 1%.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  John Benton

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Minnesota Trust and Limited Partnership

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  8,975

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  8,975

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,975 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Less than 1%.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  Duncan Burkholder, MD

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen, Minnesota Trust and Limited Partnership

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  13,000

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  13,000

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  13,000 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (2)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN, OO (Trust), PN

Less than 1%.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

  Names of Reporting Persons.

  John W. Cox, Jr.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  U.S.A citizen

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  1,160

  Shared Voting Power

  0 (1)

  Sole Dispositive Power

  1,160

  Shared Dispositive Power

  0 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,160 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (1)

  ☒

  Percent of Class Represented by Amount in Row (11)

  *

  Type of Reporting Person (See Instructions)

  IN

indicates less than one percent.

As a result of the Stockholder Agreement described in Item 2, below, the Reporting Persons may be deemed to have shared voting power and shared dispositive power with respect to an aggregate of 3,043,512 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Stockholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11.

Ramesh Kapur, an individual, Consulting Engineer, Kapur & Associates, Inc.

Ramesh C. Kapur, CHANDA Kapur & Seema Chand Kapur fbo 2020 Gift Trust UTD 10/29/2020

RCK LP A Limited Partnership

Kapur & Associates, Inc.

Mike Mechenbier, an individual, Self-Employed Rancher

Mike Mechenbier & Kathleen Mechenbier Trust UA dtd 3/18/1988

Shannon Himango, an individual, Self-Employed Rancher

James Young, an individual, Chief Executive Officer, Food Concepts International

Ricky Green, an individual, Retired

Fred Locker, an individual, owner, Ag Aviation, Inc.

Gary Rothwell, an individual, Retired

John Benton, an individual, Retired Banker

Duncan Burkolder, MD, an individual, Physician in private practice

John W. Cox, Jr., an individual, Retired

Reporting Person

Lynn B. Fuller

Thomas J. Fuller

Cynthia A. Fuller

Barry H. Orr

Kathy Orr

Mary Lou Fuller

Kurt M. Saylor

Melissa J. Saylor

Thomas G. Richards

R. Bruce Orr

Barry Brown

Ronny Brown

Robert D. Regnier

Ramesh Kapur

Mike Mechenbier

Shannon Himango

James Young

Ricky Green

Fred Locker

Gary Rothwell

Duncan Burkolder

John Benton

John W. Cox, Jr

TOTAL (1)

indicates less than one percent.

Duplicate share amounts omitted from Total. Percentages rounded to the nearest 1/100^th of one percent.

Represents 2,181 shares of Common Stock representing the approximate amount of shares expected to be received on a net basis as a result of the vesting of 3,115 restricted stock units (RSUs) on March 6, 2022, but not settled as of filing; 1,209 RSUs scheduled to vest on March 31, 2022; 12,188 shares of Common Stock held in a 401(k) retirement account for the benefit of Lynn B. Fuller; 9,777 shares of Common Stock held by the Lynn B. Fuller Trust Under Agreement Dated 5/7/1996, for which Lynn B. Fuller serves as sole trustee with sole voting and dispositive

Represents 210,418 shares of Common Stock held by the Thomas J. Fuller Trust Under Agreement Dated 02/26/2021 and 199 shares of Common Stock held by Thomas J. Fuller directly. As a Designated Representative under the Stockholder Agreement, Thomas J. Fuller may be deemed to have shared voting power over 3,043,512 shares of common stock to the extent directed by the beneficial owners of such shares pursuant to the terms of the agreement. He disclaims any pecuniary or dispositive interest over any of such shares except for the shares indicated on Rows 7 through 11 of his cover sheet to this Statement.

Represents 11,000 shares of Common Stock held by the Cynthia A. Fuller Trust under Agreement Dated 7/2/2015, for which Ms. Cynthia A. Fuller serves as sole trustee with sole voting and dispositive power.

Represents 4,778 held directly by Barry H. Orr; 1,303 PSAs scheduled to vest on March 11, 2022; 15,179 shares of Common Stock held in an Individual Retirement Account for the benefit of Barry H. Orr and 218,300 shares held by Barry H. Orr and his spouse, Kathy Orr, as joint tenants.

Represents shares held by Kathy Orr and her spouse, Barry H. Orr, as joint tenants.

Represents 282,193 shares of Common Stock held by the Mary Lou Fuller Trust Under Agreement Dated 7/24/2018, for which Mary Lou Fuller serves as sole trustee with sole voting and dispositive power, and 92,670 shares of Common Stock held by Mary Lou Fuller Trustee Lynn S. Fuller Family GST Trust FBO Mary Lou Fuller U/A 9/19/91 over which shares Mary Lou Fuller has sole voting and dispositive power.

Represents 111,910 shares of Common Stock held by the Kurt M. Saylor Trust Under Agreement Dated 1/6/1998, for which Kurt M. Saylor is the trustee and has sole voting and dispositive power.

Represents 46,311 shares of Common Stock held by the Melissa J. Saylor Trust Under Agreement Dated 1/6/1998, for which Melissa J. Saylor is the trustee and has sole voting and dispositive power.

Represents 70,045 shares of Common Stock held by the Thomas G. Richards Living Trust, for which Thomas G. Richards serves as sole trustee with sole voting and dispositive power; 292 shares of Common Stock held by an individual retirement account for the benefit of Thomas G. Richards, and 6,317 shares held by Thomas G. Richards under the name Thomas Richards or Tom G. Richards.

Represents 354,625 shares of Common Stock held by the Robert D. Regnier Revocable Trust, for which Robert D. Regnier is the sole trustee with sole voting and dispositive power; 66,821 in an individual retirement account for the benefit of Robert D. Regnier; 29,242 shares of Common Stock held by the Robert & Ann Regnier Family Limited Partnership, for which Robert D. Regnier serves as general partner with sole voting and dispositive power; and 55,737 shares of Common Stock are held by the Robert D. Regnier Family Limited Partnership II, for which Robert D. Regnier serves as general partner with sole voting and dispositive power.

Represents 21,044 shares held by the Ramesh C. Kapur, CHANDA Kapur & Seema Chand Kapur fbo 2020 Gift Trust UTD 10/29/2020; 14,155 shares held by the reporting person’s spouse; 135,323 shares held in RCK LP A Limited Partnership, an entity of which the reporting person serves as general partner and thereby holds sole voting power and sole dispositive power with respect to shares held by such entity, and 3,000 shares held by Kapur & Associates, Inc., a corporation of which the reporting person is an officer and director and thereby holds sole voting power and sole dispositive power with respect to shares held by such entity.

Represents 45,418 shares held by the Mike Mechenbier & Kathleen Mechenbier Trust UA dtd 3/18/1988, of which the reporting person serves as trustee and thereby exercises sole voting power and sole dispositive power, and 425 shares held by the reporting person individually.

Exhibit

Description

Previously Filed.

Included in Exhibit 99.1.

Denotes signatures by Thomas J. Fuller, attorney in fact

/s/ Lynn B. Fuller†

/s/ Lynn B. Fuller†

/s/ Lynn B. Fuller†

/s/ Lynn B. Fuller†

/s/ Lynn B. Fuller†

/s/ Thomas J. Fuller

/s/ Thomas J. Fuller

/s/ Cynthia A. Fuller†

/s/ Cynthia A. Fuller†

/s/ Barry H. Orr†

/s/ Kathy Orr†

MARY LOU FULLER

/s/ Mary Lou Fuller†

/s/ Mary Lou Fuller†

/s/ Mary Lou Fuller†

/s/ Kurt M. Saylor†

/s/ Kurt M. Saylor†

/s/ Melissa J. Saylor†

/s/ Melissa J. Saylor†

/s/ Thomas G. Richards†

/s/ Thomas G. Richards†

/s/ R. Bruce Orr†

/s/ Barry Brown†

/s/ Ronny Brown†

/s/ Robert D. Regnier†

/s/ Robert D. Regnier

/s/ Robert D. Regnier†

/s/ Robert D. Regnier†

/s/ Ramish C. Kapur†

/s/ Ramesh C. Kapur†

/s/ Ramesh C. Kapur†

/s/ Ramesh C. Kapur†

/s/ Mike Mechenbier†

/s/ Mike Mechenbier†

/s/ Shannon Himango†

/s/ James Young†

/s/ Ricky Green†

/s/ Fred Locker†

/s/ Gary Rothwell†

/s/ John Benton†

/s/ Duncan Burkolder†

/s/ John W. Cox, Jr.