Page 1 of
22
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 17)*
|
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 LLP171 17th Street NW, Suite
2100
Atlanta,
GA 30363
(404)
473-8500
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
|
June
14, 2021
|
|
(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)
Page 2 of
22
|
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
129,968,185*
|
|
|
9
|
Sole
Dispositive Power
5,199,461
|
|
|
10
|
Shared
Dispositive Power
129,968,185*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
135,167,646*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
62.6
percent*
|
|
|
14
|
Type of
Reporting Person
IN
|
|
*
Includes the
following shares of Company common stock: (a) 515,542 shares of the
Company Common Stock held in a charitable trust of which he is a
co-trustee and as to which he shares voting and investment power;
(b) 79,100,000 shares held by
LOR, Inc., a Georgia corporation, (Mr.
Gary W. Rollins is an officer and director of LOR, Inc., and has a
50% voting interest in it.); (c) 11,292,525 shares held by RFT Investment Company, LLC (LOR,
Inc. is the manager of RFT Investment Company, LLC); (d) 101,510
shares held by LOR Investment Company, LLC, a Georgia limited
liability company, (LOR Investment Company, LLC is member managed,
and LOR, Inc. holds a majority of all voting interests in LOR
Investment Company, LLC) (e) 2,544,785 shares held by Rollins
Holding Company, Inc., a Georgia corporation (Mr. Gary W. Rollins
is an officer and director of Rollins Holding Company, Inc., and
has a 50% voting interest in it.), (f) 15,677,032 shares held by
RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the
managing member of RCTLOR, LLC), (g) 889,242 shares held by
RFA Management Company, LLC, a Georgia limited liability company,
the manager of which is LOR, Inc.; (h) 563,593 shares held by 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 deceased brother,
Mr. R. Randall Rollins (Mr. Gary W. Rollins is a trustee of each
such trust), (i) 4,815,173 shares held by WNEG Investments,
L.P., a Georgia limited partnership, (Mr. Gary Rollins is the sole
member of the sole general partner of WNEG Investments, L.P.),
(j) 3,224,505 shares held by a
revocable trust established by Mr. Gary W. Rollins, as to which he
is the sole trustee; (k) 10,905,886 shares held by eight trusts (the
“Rollins Family Trusts”) for the benefit of the
children and/or more remote descendants of his deceased brother,
Mr. R. Randall Rollins; and (l) 335,422 shares held by the
R. Randall Rollins 2012 Trust. Does not include 1,068,606 shares currently held by the Estate of
R. Randall Rollins, which shares are expected to be transferred to
the R. Randall Rollins 2012 Trust (The trustee of each of the
Rollins Family Trusts and the R. Randall Rollins 2012 Trust is a
corporation over which Mr. Gary W. Rollins has the ability to
assert control within sixty days). It is expected that the R.
Randall Rollins 2012 Trust will distribute all of its Company
shares following receipt of the shares from the Estate. 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.
Page 3 of
22
|
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 4 of
22
|
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
79,100,000
|
|
|
8
|
Shared
Voting Power
27,960,309*
|
|
|
9
|
Sole
Dispositive Power
79,100,000
|
|
|
10
|
Shared
Dispositive Power
27,960,309*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
107,060,309*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
49.6
percent*
|
|
|
14
|
Type of
Reporting Person
CO
|
|
*
Includes the following shares of Company common
stock: (a) 101,510 shares held
by LOR Investment Company, LLC, a Georgia limited liability
company, (LOR Investment Company, LLC is member managed, and LOR,
Inc. holds a majority of all voting interests in LOR Investment
Company, LLC); (b) 15,677,032 shares held by RCTLOR, LLC, a Georgia
limited liability company, (LOR, Inc. is the managing member of
RCTLOR, LLC); (c) 11,292,525 shares held by RFT Investment Company,
LLC, of which LOR, Inc. is the manager; and (d) 889,242 shares held
by RFA Management Company, LLC, a Georgia limited liability
company, the manager of which is LOR, Inc. The reporting person disclaims beneficial
ownership of these shares except to the extent of the reporting
person’s pecuniary interest.
Page 5 of
22
|
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
0
|
|
|
9
|
Sole
Dispositive Power
101,510
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
101,510
|
|
|
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 6 of
22
|
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 7 of
22
|
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 8 of
22
|
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
0
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
0
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0
|
|
|
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 9 of
22
|
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
15,677,032
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
15,677,032
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
15,677,032
|
|
|
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 10 of
22
|
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
563,593
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
563,593
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
563,593
|
|
|
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 11 of
22
|
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
3,224,505
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
3,224,505
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
3,224,505
|
|
|
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 12 of
22
|
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
4,815,173
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
4,815,173
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
4,815,173
|
|
|
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 13 of
22
Item 1.
Security and Issuer
This
Amendment No. 17 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,
Amendment No. 12 filed on July 2, 2020, Amendment No. 13 filed on
August 21, 2020, Amendment No. 14 filed on December 9, 2020,
Amendment No. 15 filed on March 5, 2021, and Amendment No. 16 filed
on May 6, 2021 (collectively, the “Schedule 13D, as
amended”). The Schedule 13D, as amended, is incorporated by
reference herein. The principal executive office of the Company is
located at:
|
|
|
2801
Buford Highway NE, Suite 300
|
|
|
|
Atlanta,
Georgia 30329
|
Item 2.
Identity and Background
1.
(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 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.
2.
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.
3. 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.
Page 14 of
22
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
Page 15 of
22
10. The
Gary W. Rollins Revocable Trust is a reporting person filing this
statement. It 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.
11. 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.
12. 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.
13.
(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, 2nd Floor Cycle
360 House, Isle of Man Business Park, Douglas, Isle of Man IM2
2QZ.
(d)
None.
(e)
None.
(f)
United
States.
14.
(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
(private charitable trust), the business address of which is 1908
Cliff Valley Way NE, Atlanta, GA 30329.
Page 16 of
22
(d)
None.
(e)
None.
(f)
United
States.
15.
(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.
16.
(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.
17.
(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.
(d)
None.
(e)
None.
(f)
United
States.
Page 17 of
22
18.
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.
19.
(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.
Item 3.
Source and Amount of Funds or Other Consideration
See the
Schedule 13D, as amended, for historical information.
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 5,397,860 shares of Company Common
Stock (2.5%), as to which she shares voting and dispositive power.
She has sole voting and dispositive power with respect to 2,367,228
shares and shared voting and dispositive power with respect to
3,030,632 shares. These shares include 2,643,001 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 Amy R.
Kreisler Trust, as to which she currently has the power to
designate the members of the Investment Committee of the trustee.
Excludes 1,554,691 shares of Company Common Stock held indirectly
through two family limited partnerships of which Ms. Kreisler is a
general partner. Also excludes 1,068,606 shares held by the Estate
of R. Randall Rollins, as to which Ms. Kreisler is a co-executor.
Also excludes 1,171 shares held by the R. Randall Rollins Voting
Trust U/A dated August 25, 1994, as to which Ms. Kreisler is a
co-trustee.
Page 18 of
22
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 4,563,607 shares of Company
Common Stock (2.1%). She has sole voting and dispositive power with
respect to 1,532,975 shares, and shared voting and dispositive
power with respect to 3,030,632 shares. These shares include
2,643,001 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 1,554,691 shares of Company Common Stock held
indirectly through two family limited partnerships of which
Ms. Rollins is a general partner. Also excludes 1,068,606
shares held by the Estate of R. Randall Rollins, as to which Ms.
Rollins is a co-executor. Also excludes 1,171 shares held by the R.
Randall Rollins Voting Trust U/A dated August 25, 1994, as to which
Ms. Rollins is a co-trustee.
Mr.
Timothy C. Rollins beneficially owns 4,065,890 shares of Company
Common Stock (1.9%). He has sole voting and dispositive power with
respect to 1,033,728 shares, and shared voting and dispositive
power with respect to 3,032,162 shares. These shares include
2,643,001 shares of Company Common Stock held in a charitable trust
of which he is a co-trustee. Also includes 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 1,554,691 shares of Company Common Stock held
indirectly through two family limited partnerships of which
Mr. Rollins is a general partner. Also excludes 1,068,606
shares held by the Estate of R. Randall Rollins, as to which Mr.
Rollins is a co-executor. Also excludes 1,171 shares held by the R.
Randall Rollins Voting Trust U/A dated August 25, 1994, as to which
Mr. Rollins is a co-trustee.
The
1976 RRR Trusts beneficially own 563,593 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 563,593 shares. These shares include 563,593 shares
of Company Common Stock held by 1997 RRR 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 515,542 shares of Company Common
Stock (0.2%). He has sole voting and dispositive power with respect
to zero shares, and shared voting and dispositive power with
respect to 515,542 shares. These shares include 515,542 shares of
Company Common Stock held in a charitable trust of which he is a
co-trustee.
(c)
Except
as previously noted in the Schedule 13D, as amended, and below, no
transactions in Company common stock 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 or June 14, 2021. As set
forth below, LOR, Inc. has sold shares of Company common stock into
the open market pursuant to Rule 144 under the Securities Act of
1933, as amended:
●
On
May 6, 2021, 210,000 shares at a weighted average price per share
of $5.4788;
●
On
May 7, 2021, 250,000 shares at a weighted average price per share
of $5.6469;
●
On
May 10, 2021, 200,000 shares at a weighted average price per share
of $5.6919;
●
On
May 11, 2021, 150,000 shares at a weighted average price per share
of $5.4893;
●
On
May 12, 2021, 147,385 shares at a weighted average price per share
of $5.7358;
●
On
May 13, 2021, 140,000 shares at a weighted average price per share
of $5.3888;
●
On
May 14, 2021, 195,924 shares at a weighted average price per share
of $5.7914;
●
On
May 17, 2021, 100,000 shares at a weighted average price per share
of $5.804;
Page 19 of
22
●
On
May 18, 2021, 100,000 shares at a weighted average price per share
of $5.6375;
●
On
May 19, 2021, 100,000 shares at a weighted average price per share
of $5.1459;
●
On
May 20, 2021, 100,000 shares at a weighted average price per share
of $5.0597;
●
On
May 21, 2021, 100,000 shares at a weighted average price per share
of $5.0703;
●
On
May 24, 2021, 100,000 shares at a weighted average price per share
of $5.0449
●
On
May 25, 2021, 11,000 shares at a weighted average price per share
of $5.0114;
●
On
May 27, 2021, 5,000 shares at a weighted average price per share of
$5.0043;
●
On
June 7, 2021, 34,000 shares at a weighted average price per share
of $6.0544;
●
On
June 10, 2021, 100,000 shares at a weighted average price per share
of $5.7419;
●
On
June 11, 2021, 50,000 shares at a weighted average price per share
of $5.7780;
●
On
June 14, 2021, 150,000 shares at a weighted average price per share
of $5.9206;
●
On
June 15, 2021, 50,000 shares at a weighted average price per share
of $5.9121;
●
On
June 17, 2021, 150,000 shares at a weighted average price per share
of $5.6585; and
●
On June 18, 2021, 150,000 shares at a weighted
average price per share of $5.5387.
In addition, on May 7, 2021, the 1997 RRR
Grandchildren’s Partnership made an in-kind distribution of
9,376 shares of Company common stock to one of the 1976 RRR Trusts
in partial liquidation of its interest in the Partnership. That
Trust immediately distributed the shares to its beneficiary. On May
13, 2021, the Gary W. Rollins Voting Trust U/A dated
September 14, 1994 gifted 1,171 shares of Company common stock to
the Gary W. Rollins Revocable Trust for no
consideration.
(d)
None.
(e)
On May 13, 2021, the Gary W. Rollins Voting
Trust U/A dated September 14, 1994 gifted 1,171 shares of Company
common stock to the Gary W. Rollins Revocable Trust for no
consideration. As a result, it ceased to own any shares of Company
common stock, ceased to be a part of the group filing this
Amendment, and is no longer the beneficial owner of in excess of 5%
of the Company’s common stock.
Page 20 of
22
Item 6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See the
Schedule 13D, as amended, for historical information. Except as
disclosed in the Schedule 13D, as amended, 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).
See the
Schedule 13D, as amended, for historical information.
Page 21 of
22
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.
/s/ Gary W. Rollins
Date: June 21,
2021
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As Trustee of
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994, and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP, and
As Trustee of
GARY W. ROLLINS REVOCABLE TRUST, and
As Sole Manager and Member of
WNEG Management Company, LLC, in its
Capacity as General Partner of
WNEG INVESTMENTS, L.P.
Page 22 of
22
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.
/s/ Gary W.
Rollins
Date: June 21,
2021
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As Trustee of
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994, and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP, and
As Trustee of
GARY W. ROLLINS REVOCABLE TRUST, and
As Sole Manager and Member of
WNEG Management Company, LLC, in its
Capacity as General Partner of
WNEG INVESTMENTS, L.P.