UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
NEWMARKET CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
651587107
(CUSIP Number)
DECEMBER 31, 2021
(Date of Event Which Requires Filing of this 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)
Check the following box if a fee is being paid with this statement. ☐
| * | 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 in 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.: 651587107
| (1) |
Name of Reporting Person
FLOYD D. GOTTWALD, JR.(1) | |||||
| (2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship
U.S. | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
(5) | Sole Voting Power
578,449 | ||||
| (6) | Shared Voting Power
614(2) | |||||
| (7) | Sole Dispositive Power
590,970(3) | |||||
| (8) | Shared Dispositive Power
614(2) | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
591,584(2)(3) | |||||
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
5.6%(4) | |||||
| (12) | Type of Reporting Person
IN | |||||
| (1) | Mr. Floyd D. Gottwald, Jr. passed away on January 27, 2022. This Schedule 13G is being filed on his behalf by his son William M. Gottwald, the nominated executor of his estate. |
| (2) | Consists of 614 shares held by the Reporting Person’s wife. The Reporting Person disclaims beneficial ownership of these shares. |
| (3) | Includes 12,521 shares held by a trust for which the Reporting Person serves as the investment advisor. |
| (4) | In computing the percentage ownership, the Reporting Person assumed that there are 10,535,922 shares of common stock outstanding, as reported by NewMarket Corporation in its Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on October 26, 2021. |
| Item 1(a). | Name of Issuer |
NewMarket Corporation
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
330 South Fourth Street
Richmond, Virginia 23219
| Item 2(a). | Name of Person Filing |
Floyd D. Gottwald, Jr.(1)
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
330 South Fourth Street
Richmond, Virginia 23219
| Item 2(c). | Citizenship |
U.S.
| Item 2(d). | Title of Class of Securities |
Common Stock
| Item 2(e). | CUSIP No. |
651587107
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c): |
Not Applicable
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
591,584(2)(3)
| (b) | Percent of class: |
5.6%(4)
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
578,449
| (ii) | Shared power to vote or to direct the vote: |
614(2)
| (iii) | Sole power to dispose or to direct the disposition of: |
590,970(3)
| (iv) | Shared power to dispose or to direct the disposition of: |
614(1)
| (1) | See footnote No. 1 on page 1. |
| (2) | See footnote No. 2 on page 1. |
| (3) | See footnote No. 3 on page 1. |
| (4) | See footnote No. 4 on page 1. |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 12,521 shares, which are held by a trust for which the Reporting Person serves as the investment advisor.
| 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 |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certifications |
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2022 | /s/ William M. Gottwald | |||
| William M. Gottwald, nominated executor of the Estate of Floyd D. Gottwald, Jr. |