SEC Form SC 13G/A filed by Adams Diversified Equity Fund Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 22)
Adams Diversified Equity Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
006212104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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 the 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).
CUSIP No. 006212104
| 1 |
Names of reporting persons
Erik E. Bergstrom Charitable Remainder Trust | |||||
| 2 | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
California | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,070,000 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
1,070,000 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,070,000 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
0.9% | |||||
| 12 | Type of reporting person (see instructions)
OO | |||||
2
CUSIP No. 006212104
| 1 |
Names of reporting persons
Edith H. Bergstrom | |||||
| 2 | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
USA | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,195,000 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
1,195,000 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,195,000 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
1.0% | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
3
CUSIP No. 006212104
| 1 |
Names of reporting persons
Edith H. Bergstrom Living Trust | |||||
| 2 | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
California | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
125,000 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
125,000 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
125,000 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
0.1% | |||||
| 12 | Type of reporting person (see instructions)
OO | |||||
4
CUSIP No. 006212104
| 1 |
Names of reporting persons
Erik E. and Edith H. Bergstrom Foundation | |||||
| 2 | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
California | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
6,769,800 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
6,769,800 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
6,769,800 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12 | Type of reporting person (see instructions)
OO | |||||
5
CUSIP No. 006212104
| 1 |
Names of reporting persons
Jennifer Benz | |||||
| 2 | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
USA | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
6,769,800 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
6,769,800 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
6,769,800 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
6
CUSIP No. 006212104
| 1 |
Names of reporting persons
Rodrigo Barillas | |||||
| 2 | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
USA | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
6,769,800 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
6,769,800 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
6,769,800 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
7
CUSIP No. 006212104
| 1 |
Names of reporting persons
Janet Greig | |||||
| 2 | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
USA | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
6,769,800 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
6,769,800 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
6,769,800 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
8
CUSIP No. 006212104
| 1 |
Names of reporting persons
Wylie Greig | |||||
| 2 | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ | |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
USA | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
6,769,800 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
6,769,800 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
6,769,800 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
5.5% | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
9
| Item 1 | |
| (a) | Name of Issuer: |
Adams Diversified Equity Fund, Inc. (formerly, The Adams Express Company)
| (b) | Address of Issuer’s Principal Executive Offices: |
500 East Pratt Street, Suite 1300
Baltimore, MD 21202
| Item 2 | |
| (a) | Name of Persons Filing: |
Erik E. Bergstrom Charitable Remainder Trust
Edith H. Bergstrom
Edith H. Bergstrom Living Trust
Erik E. and Edith H. Bergstrom Foundation
Jennifer Benz
Rodrigo Barillas
Janet Greig
Wylie Greig
| (b) | Address of Principal Business Office or, if none, Residence: |
The business address of the Erik E. Bergstrom Charitable Remainder Trust, Edith H. Bergstrom and the Edith H. Bergstrom Living Trust is P.O. Box 126, Palo Alto, California 94302.
The business address of the Erik E. and Edith H. Bergstrom Foundation, Jennifer Benz, Rodrigo Barillas, Janet Greig and Wylie Greig is P.O. Box 520, Palo Alto, California 94302.
| (c) | Citizenship: |
Reference is made to Item 4 of pages 2 - 9 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.
| (d) | Title of Class of Securities: |
Common Stock.
| (e) | CUSIP Number: 006212104 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
10
| Item 4. | Ownership |
The following table specifies as of December 31, 2023 the number of shares of common stock as to which each person named in Item 2(a) has sole or shared power to vote or direct the vote or to dispose or direct the disposition, as well as the percentages such shares constitute of the common stock outstanding as of December 31, 2023 (124,051,639 shares) reported in the issuer’s Form N-CSR Certified Shareholder Report that was filed with the SEC on February 20, 2024.
|
Name1 |
Sole Voting and Dispositive Power |
Shared Voting and Dispositive Power |
Aggregate Number of Shares |
Percentage of Outstanding Shares |
||||||||||||
| Erik E. Bergstrom Charitable Remainder Trust |
1,070,000 | 0 | 1,070,000 | 0.9 | % | |||||||||||
| Edith H. Bergstrom |
1,195,000 | 2 | 0 | 1,195,000 | 1.0 | % | ||||||||||
| Edith H. Bergstrom Living Trust |
125,000 | 0 | 125,000 | 0.1 | % | |||||||||||
| Erik E. and Edith H. Bergstrom Foundation |
0 | 6,769,800 | 3 | 6,769,800 | 5.5 | % | ||||||||||
| Jennifer Benz |
0 | 6,769,800 | 3 | 6,769,800 | 5.5 | % | ||||||||||
| Rodrigo Barillas |
0 | 6,769,800 | 3 | 6,769,800 | 5.5 | % | ||||||||||
| Janet Greig |
0 | 6,769,800 | 3 | 6,769,800 | 5.5 | % | ||||||||||
| Wylie Greig |
0 | 6,769,800 | 3 | 6,769,800 | 5.5 | % | ||||||||||
| 1 | The reporting persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act and the rules and regulations thereunder. Membership in such a group is hereby disclaimed. |
| 2 | Consists of 1,070,000 shares owned by the Erik E. Bergstrom Charitable Remainder Trust, and 125,000 shares owned by the Edith H. Bergstrom Living Trust. Pursuant to Rule 13d-4, Edith H. Bergstrom hereby disclaims beneficial ownership of all shares owned by the Erik E. Bergstrom Charitable Remainder Trust. |
| 3 | Consists of 6,769,800 shares owned by the Erik E. and Edith H. Bergstrom Foundation (the “Foundation”). Pursuant to Rule 13d-4, Jennifer Benz, Rodrigo Barillas, Janet Greig and Wylie Greig hereby disclaim beneficial ownership of all shares owned by the Foundation. |
11
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Exhibit 1.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 14, 2024
| Erik E. Bergstrom Charitable Remainder Trust | ||
| By: | /s/ Edith H. Bergstrom | |
| Edith H. Bergstrom | ||
| Trustee | ||
| /s/ Edith H. Bergstrom | ||
| Edith H. Bergstrom | ||
| /s/ Jennifer Benz | ||
| Jennifer Benz | ||
| /s/ Rodrigo Barillas | ||
| Rodrigo Barillas | ||
| /s/ Janet Greig | ||
| Janet Greig | ||
| /s/ Wylie Greig | ||
| Wylie Greig | ||
| Edith H. Bergstrom Living Trust | ||
| By: | /s/ Edith H. Bergstrom | |
| Edith H. Bergstrom | ||
| Trustee | ||
| Erik E. and Edith H. Bergstrom Foundation | ||
| By: | /s/ Jennifer Benz | |
| Jennifer Benz | ||
| Trustee | ||
| By: | /s/ Rodrigo Barillas | |
| Rodrigo Barillas | ||
| Trustee | ||
| By: | /s/ Janet Greig | |
| Janet Greig | ||
| Trustee | ||
| By: | /s/ Wylie Greig | |
| Wylie Greig | ||
| Trustee | ||
13
EXHIBIT LIST
| Exhibit 1 | Identity of Group Members | |
| Exhibit 2 | Joint Filing Undertaking | |