UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
RPC, Inc.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
749660 10 6
(CUSIP Number)
W. Keith Wilkes, Jr.
c/o RFA Management Company, LLC
1908 Cliff Valley Way N.E.
Atlanta, GA 30329
with a copy to:
Eric Orsic
McDermott Will & Emery LLP
444 West Lake Street, Suite 4000
Chicago, IL 60606
(312) 984-7617
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 21, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
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1
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Name of Reporting Person Gary W. Rollins Voting Trust U/A dated September 14, 1994
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 0
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8
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Shared Voting Power 97,639,106(1)
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9
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Sole Dispositive Power 0
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10
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Shared Dispositive Power 97,639,106(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
97,639,106(1)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
45.1 percent*
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14
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Type of Reporting Person OO
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| (1) | Includes the following shares of Common Stock: (a) 78,801,255 shares held by LOR, Inc., a Georgia corporation (the Gary W. Rollins Voting Trust U/A dated September 14, 1994 (the “GWR Voting Trust”) has a 50% voting interest in LOR, Inc.); (b) 15,677,032 shares held by RCTLOR, LLC, a Georgia limited liability company, (LOR, Inc. is the manager of RCTLOR, LLC); and (c) 3,160,819 shares held by RFT Investment Company, LLC, of which LOR, Inc. is the manager. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. |
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1
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Name of Reporting Person R. Randall Rollins Voting Trust U/A dated August 25, 1994
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 1,171
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8
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Shared Voting Power 97,639,106(1)
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9
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Sole Dispositive Power 1,171
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10
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Shared Dispositive Power 97,639,106(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
97,640,277(1)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
45.1 percent*
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14
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Type of Reporting Person OO
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| (1) | Includes the following shares of Common Stock: (a) 78,801,255 shares held by LOR, Inc., a Georgia corporation (the R. Randall Rollins Voting Trust U/A dated August 25, 1994 (the “RRR Voting Trust”) has a 50% voting interest in LOR, Inc.); (b) 15,677,032 shares held by RCTLOR, LLC, a Georgia limited liability company, (LOR, Inc. is the manager of RCTLOR, LLC); and (c) 3,160,819 shares held by RFT Investment Company, LLC, of which LOR, Inc. is the manager. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. |
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1
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Name of Reporting Person LOR, Inc.
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 78,801,255
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8
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Shared Voting Power 18,837,851*
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9
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Sole Dispositive Power 78,801,255
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10
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Shared Dispositive Power 18,837,851*
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
97,639,106*
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
45.1 percent*
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14
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Type of Reporting Person CO
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*
Includes the following shares of Company common stock: (a) 15,677,032 shares held by RCTLOR, LLC, a Georgia limited liability company, (LOR, Inc. is the manager of RCTLOR, LLC); and (b) 3,160,819 shares held by RFT Investment Company, LLC, of which LOR, Inc. is the manager. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.
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1
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Name of Reporting Person Gary W. Rollins
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 5,201,879
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8
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Shared Voting Power 18,377,756*
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9
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Sole Dispositive Power 5,201,879
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10
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Shared Dispositive Power 18,377,756*
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,579,635*
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
10.9 percent*
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14
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Type of Reporting Person IN
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*
Includes the following shares of Company common stock: (a) 69,091 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) 544,980 shares held by thirteen family trusts (the “1976 RRR Trusts”) which are 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); (c) 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.); (d) 3,224,505 shares held by a revocable trust established by Mr. Gary W. Rollins, as to which he is the sole trustee; (e) 8,317,009 shares held by three 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 (f) 1,404,028 shares held by 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). 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.
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1
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Name of Reporting Person RCTLOR, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 15,677,032
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8
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Shared Voting Power 0
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9
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Sole Dispositive Power 15,677,032
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10
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Shared Dispositive Power 0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,677,032
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
7.2 percent
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14
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Type of Reporting Person OO
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1
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Name of Reporting Person Amy R. Kreisler
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 2,372,232
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8
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Shared Voting Power 2,220,629(1)
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9
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Sole Dispositive Power 2,372,232
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10
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Shared Dispositive Power 2,220,629(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,592,861(1)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
2.1 percent*
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14
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Type of Reporting Person IN
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| (1) | Includes 2,220,629 shares of Common Stock held in a charitable trust of which she is a co-trustee and the Executive Director. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. |
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Name of Reporting Person WNEG Investments, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 4,815,173
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8
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Shared Voting Power 0
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9
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Sole Dispositive Power 4,815,173
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10
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Shared Dispositive Power 0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,815,173
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
2.2 percent
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14
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Type of Reporting Person PN
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1
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Name of Reporting Person Pamela R. Rollins
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 1,537,979
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8
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Shared Voting Power 2,220,629(1)
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9
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Sole Dispositive Power 1,537,979
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10
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Shared Dispositive Power 2,220,629(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,758,608(1)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
1.7 percent*
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14
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Type of Reporting Person IN
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| (1) | Includes 2,220,629 shares of Common Stock held in a charitable trust of which she is a co-trustee. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. |
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Name of Reporting Person Timothy C. Rollins
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 1,036,314
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8
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Shared Voting Power 2,272,273(1)
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9
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Sole Dispositive Power 1,036,314
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10
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Shared Dispositive Power 2,272,273(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,308,587(1)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
1.5 percent*
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14
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Type of Reporting Person IN
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| (1) | Includes the following shares of Common Stock: (a) 2,220,629 shares of Common Stock held in a charitable trust of which he is a co-trustee, (b) 1,530 shares of Common Stock held by his spouse, and (c) 50,114 shares held of record by a minor child under a Uniform Transfers to Minors Act account, over which he possesses voting and dispositive power as custodian of the account. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. |
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Name of Reporting Person The Gary W. Rollins Revocable Trust
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 3,224,505
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8
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Shared Voting Power 0
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9
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Sole Dispositive Power 3,224,505
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10
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Shared Dispositive Power 0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,224,505
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
1.5 percent
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14
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Type of Reporting Person OO
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1
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Name of Reporting Person RFT Investment Company, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)x (b)¨
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3
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SEC Use Only
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4
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Source of Funds OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization United States
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7
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Sole Voting Power 3,160,819
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8
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Shared Voting Power 0
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9
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Sole Dispositive Power 3,160,819
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10
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Shared Dispositive Power 0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,160,819
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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13
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Percent of Class Represented by Amount in Row (11)
1.5 percent
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14
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Type of Reporting Person OO
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| 1 |
Name of Reporting Person
The Margaret H. Rollins 2014 Trust |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)¨ |
| 3 | SEC Use Only
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| 4 |
Source of Funds
OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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¨ |
| 6 |
Citizenship or Place of Organization
United States |
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| 7 |
Sole Voting Power
209,735 |
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Shared Voting Power
0 |
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| 9 |
Sole Dispositive Power
209,735 |
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| 10 |
Shared Dispositive Power
0 |
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| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
209,735 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
0.1 percent |
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| 14 |
Type of Reporting Person
OO |
| Item 1. | Security and Issuer |
This Amendment No. 22 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, Amendment No. 16 filed on May 6, 2021, Amendment No. 17 filed on June 14, 2021, Amendment No. 18 filed on January 24, 2022, and Amendment No. 19 filed on April 4, 2022, Amendment No. 20 filed on June 6, 2022, and Amendment No. 21 filed on November 9, 2022 (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. (a) Amy R. Kreisler 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 (a private charitable trust), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
(d) None.
(e) None.
(f) United States.
3. (a) Pamela R. Rollins 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 a member of the Board of Trustees of Young Harris College, a member of the Board of Directors of the National Monuments Foundation, and a trustee of the O. Wayne Rollins Foundation (a private charitable trust), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
(d) None.
(e) None.
(f) United States.
4. (a) Timothy C. Rollins 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, LLC (engaged in the provision of management services), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
(d) None.
(e) None.
(f) United States.
5. The RRR Voting Trust is a reporting person filing this statement. It's principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way, NE, Atlanta, Georgia 30329. It is a trust established for estate planning and investment holding purposes.
(d) None.
(e) None.
6. The GWR Voting Trust is a reporting person filing this statement. It's principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way, NE, Atlanta, Georgia 30329. It is a trust established for estate planning and investment holding purposes.
(d) None.
(e) None.
7. 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.
8. 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.
9. 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.
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) 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.
15. 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.
16. (a) Donald P. Carson is a director of LOR, Inc., which is a reporting person filing this statement.
(b) His business address is 385 Kimberly Avenue, Asheville, NC 28804.
(c) His principal occupation is Managing Director, Ansley Capital Group, LLC, the business address of which is 385 Kimberly Avenue, Asheville, NC 28804.
(d) None.
(e) None.
(f) United States.
17. (a) Ryan M. Harding is a director of LOR, Inc., which is a reporting person filing this statement.
(b) His business address is c/o IFO Group, LLC, 2211 Woodward Avenue, Suite 101, Detroit, MI 48201.
(c) His principal occupation is Managing Director, IFO Group, LLC, the business address of which is 2211 Woodward Avenue, Suite 101, Detroit, MI 48201.
(d) None.
(e) None.
(f) United States.
18. The Margaret H. Rollins 2014 Trust is a reporting person filing this statement. Its business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
(d) None.
(e) None.
19. (a) Peggy Rollins is a co-trustee of The Margaret H. Rollins 2014 Trust, which is a reporting person filing this statement
(b) Her business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, GA 30329.
(c) She is retired.
(d) None.
(e) None.
(f) United States.
Each of Gary W. Rollins, Amy R. Kreisler, Pamela R. Rollins and Timothy C. Rollins (together, the “Group”) have agreed to act in concert with respect to shares of Common Stock beneficially owned by each of them by exercising their respective direct or indirect dispositive power and their respective direct or indirect voting power in concert with the other members of the Group. By virtue of such agreement, the Group and certain persons affiliated with the members of the Group may be deemed to be acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The reporting persons have agreed to file this Amendment jointly as a group pursuant to Rule 13d-1(k) under the Exchange Act.
| 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) See the cover pages to this Amendment.
(b)
Mr. Thomas Claiborne does not beneficially own any shares of Company Common Stock.
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.
The 1976 RRR Trusts beneficially own 544,980 shares of Company Common Stock (0.3%). They have sole voting and dispositive power with respect to 544,980 shares.
WNEG Management Company, LLC beneficially owns 4,815,173 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 4,815,173 shares. These shares include 4,815,173 shares of Company Common Stock held by WNEG Investments, L.P.
Mr. Donald P. Carson beneficially owns 69,091 shares of Company Common Stock (0.0%). He has sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 69,091 shares. These shares include 69,091 shares of Company Common Stock held in a charitable trust of which he is a co-trustee.
Ryan M. Harding does not beneficially own any shares of Common Stock.
Peggy Rollins does not beneficially own any shares of Common Stock.
Each of Gary W. Rollins, Amy R. Kreisler, Pamela R. Rollins and Timothy C. Rollins (together, the “Group”) have agreed to act in concert with respect to shares of Common Stock beneficially owned by each of them by exercising their respective direct or indirect dispositive power and their respective direct or indirect voting power in concert with the other members of the Group. By virtue of such agreement, the Group and certain persons affiliated with the members of the Group may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. The reporting persons have agreed to file this Amendment jointly as a group pursuant to Rule 13d-1(k) under the Exchange Act. The reporting persons, acting collectively as a group, have beneficial ownership of 128,648,445 shares of Common Stock (59.4%).
(c) Except as previously noted in the Schedule 13D, as amended, and as set forth 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. Except as set forth below, the following reporting persons have sold shares of Company common stock into the open market pursuant to Rule 144 under the Securities Act of 1933, as amended:
| · | On November 4, 2022, RFA Management Company, LLC sold 136,597 shares in the open market at a weighted average price per share of $10.66854. | |
| · | On November 4, 2022, the Rollins Family Trusts sold 363,400 shares in the open market at a weighted average price per share of $10.4338. | |
| · | On November 7, 2022, the Rollins Family Trusts sold 600,000 shares in the open market at a weighted average price per share of $10.421. | |
| · | On November 8, 2022, the Rollins Family Trusts sold 700,000 shares in the open market at a weighted average price per share of $10.5796. | |
| · | On November 9, 2022, the Rollins Family Trusts sold 6,000 shares in the open market at a weighted average price per share of $10.1872. | |
| · | On November 11, 2022, the Rollins Family Trusts sold 554,579 shares in the open market at a weighted average price per share of $10.3485105. | |
| · | On November 14, 2022, the Rollins Family Trusts sold 375,000 shares in the open market at a weighted average price per share of $10.108578. | |
| · | On November 18, 2022, a charitable trust for which Pamela R. Rollins, Timothy C. Rollins and Amy R. Kreisler serve as trustees made a gratuitous transfer of 253,796 shares to a public charity. | |
| · | On November 18, 2022, a charitable trust for which Pamela R. Rollins, Timothy C. Rollins and Amy R. Kreisler serve as trustees sold 36,500 shares in the open market at a weighted average price per share of $9.625916. |
(d) None.
(e)
| 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.
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: December 2, 2022 |
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
RCTLOR, LLC, and
As President of
LOR, INC., 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., and
As Co-Trustee of the GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994
| /s/ Amy R. Kreisler | Date: December 2, 2022 |
AMY R. KREISLER, individually, and
As Co-Trustee of the R. RANDALL ROLLINS VOTING TRUST U/A DATED AUGUST 25, 1994, and
As Co-Trustee of the GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994, and
As Co-Trustee of the MARGARET H. ROLLINS 2014 TRUST
| /s/ Pamela R. Rollins | Date: December 2, 2022 |
PAMELA R. ROLLINS, individually, and
As Co-Trustee of the R. RANDALL ROLLINS VOTING TRUST U/A DATED AUGUST 25, 1994, and
As Co-Trustee of the GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994, and
As Co-Trustee of the MARGARET H. ROLLINS 2014 TRUST
| /s/ Timothy C. Rollins | Date: December 2, 2022 |
TIMOTHY C. ROLLINS, individually, and
As Co-Trustee of the R. RANDALL ROLLINS VOTING TRUST U/A DATED AUGUST 25, 1994, and
As Co-Trustee of the GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994, and
As Co-Trustee of the MARGARET H. ROLLINS 2014 TRUST
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including further amendments thereto, with respect to the shares of Common Stock, par value $0.10 per share, of RPC, Inc. and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.
| /s/ Gary W. Rollins | |
| Date: December 2, 2022 |
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
RCTLOR, LLC, and
As President of
LOR, INC., 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., and
As Co-Trustee of the GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994
| /s/ Amy R. Kreisler | Date: December 2, 2022 |
AMY R. KREISLER, individually, and
As Co-Trustee of the R. RANDALL ROLLINS VOTING TRUST U/A DATED AUGUST 25, 1994, and
As Co-Trustee of the GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994, and
As Co-Trustee of the MARGARET H. ROLLINS 2014 TRUST
| /s/ Pamela R. Rollins | Date: December 2, 2022 |
PAMELA R. ROLLINS, individually, and
As Co-Trustee of the R. RANDALL ROLLINS VOTING TRUST U/A DATED AUGUST 25, 1994, and
As Co-Trustee of the GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994, and
As Co-Trustee of the MARGARET H. ROLLINS 2014 TRUST
| /s/ Timothy C. Rollins | Date: December 2, 2022 |
TIMOTHY C. ROLLINS, individually, and
As Co-Trustee of the R. RANDALL ROLLINS VOTING TRUST U/A DATED AUGUST 25, 1994, and
As Co-Trustee of the GARY W. ROLLINS VOTING TRUST U/A DATED SEPTEMBER 14, 1994, and
As Co-Trustee of the MARGARET H. ROLLINS 2014 TRUST