SEC Form SC 13G/A filed by Safety Insurance Group Inc. (Amendment)
$SAFT
Property-Casualty Insurers
Finance
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. 13)
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Safety Insurance Group, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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78648T100
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(CUSIP Number)
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] 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 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).
1
CUSIP No. 78648T100
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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SRB Corporation
04-2968130
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,674,782
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,674,782
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,674,782
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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11.36% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* Based on 14,737,617 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange Commission on November 4, 2022.
2
CUSIP No. 78648T100
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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The Plymouth Rock Company Incorporated
04-2773663
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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648,031
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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648,031
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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648,031
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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4.40% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* Based on 14,737,617 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange Commission on November 4, 2022.
3
CUSIP No. 78648T100
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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Palisades Safety and Insurance Association
22-3180609
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,026,751
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,026,751
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,026,751
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.97% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Based on 14,737,617 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange Commission on November 4, 2022.
4
Schedule 13G
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Item 1(a).
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Name of Issuer:
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Safety Insurance Group, Inc.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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20 Custom House Street
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Boston, MA 02110
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Item 2(a)
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Name of Persons Filing:
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This statement relates to shares of Common Stock of the Issuer held by the following:
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(1) SRB Corporation, a Massachusetts corporation ("SRB "), which is a direct wholly-owned subsidiary of The Plymouth Rock Company Incorporated, a Massachusetts corporation ("PRC"). SRB serves as investment manager
to each of PRSC, PRAC, PIC, PRHAC, PSIA, HPSIC, HPPCIC, and HPPIC (as defined below) and, in such capacity, may be deemed to have voting and dispositive power over the shares held for the accounts of these entities.
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(2) PRC, for the accounts of the following entities:
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(i)
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Plymouth Rock Security Corporation, a Massachusetts corporation ("PRSC");
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(ii)
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Plymouth Rock Assurance Corporation, a Massachusetts corporation ("PRAC");
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(iii)
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Pilgrim Insurance Company, a Massachusetts corporation ("PIC"); and
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(iv)
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Plymouth Rock Home Assurance Corporation, a Massachusetts corporation ("PRHAC").
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PRSC, PRAC and PRHAC are direct wholly-owned subsidiaries of PRC. PIC is a direct wholly-owned subsidiary of SRB.
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(3) Palisades Safety and Insurance Association, a New Jersey reciprocal insurance exchange ("PSIA"), for its own account and for the accounts of the following entities owned by it:
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(i)
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High Point Safety and Insurance Company, a New Jersey corporation ("HPSIC");
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(ii)
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High Point Property and Casualty Insurance Company, a New Jersey corporation ("HPPCIC"); and
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5
CUSIP No. 78648T100
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(iii)
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High Point Preferred Insurance Company, a New Jersey corporation ("HPPIC"). HP SIC and HPPIC are direct wholly-owned subsidiaries of HPPCIC, which is a direct wholly-owned subsidiary of PSIA. Plymouth Rock
Management Company of New Jersey, a New Jersey corporation ("PRNJ"), is the attorney-in-fact for PSIA. PRNJ is an indirect wholly-owned subsidiary of SRB. SRB, PRC, and PSIA are referred to herein collectively as the "Reporting Persons."
The Reporting Persons are making this single, joint filing because they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"); this filing shall not, however, be
deemed an affirmation that such a group exists for the purposes of the Act or for any other purpose, and each Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned by any other person. The agreement
among the Reporting Persons to file jointly is attached hereto as Exhibit A.
SRB: 695 Atlantic Avenue, 10th Floor, Boston, MA 02111
PRC: 695 Atlantic Avenue, 6th Floor, Boston, MA 02111
PSIA: 581 Main Street, 4th Floor, Woodbridge, NJ 07095
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Item 2(c)
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Citizenship:
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SRB: Massachusetts
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PRC: Massachusetts
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PSIA: New Jersey
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Item 2(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share
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Item 2(e)
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CUSIP Number:
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78648T100
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Item 3.
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SEC use only
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Item 4.
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Ownership
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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6
CUSIP No. 78648T100
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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See Item 2(a)
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to in this statement were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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7
CUSIP No. 78648T100
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
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SRB CORPORATION
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By:
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/s/ Frederick C. Childs
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Name: Frederick C. Childs
Title: Vice President
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THE PLYMOUTH ROCK COMPANY INCORPORATED
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By:
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/s/ Erin R. Macgowan
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Name: Erin R. Macgowan
Title: Vice President
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PALISADES SAFETY AND INSURANCE ASSOCIATION
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By:
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Plymouth Rock Management Company of New Jersey, its Attorney-in-Fact
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By:
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/s/ Harry M. Baumgartner
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Name: Harry M. Baumgartner
Title: Vice President
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8
CUSIP No. 78648T100
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of
them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 14, 2023
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SRB CORPORATION
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By:
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/s/ Frederick C. Childs
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Name: Frederick C. Childs
Title: Vice President
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THE PLYMOUTH ROCK COMPANY INCORPORATED
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By:
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/s/ Erin R. Macgowan
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Name: Erin R. Macgowan
Title: Vice President
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PALISADES SAFETY AND INSURANCE ASSOCIATION
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By:
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Plymouth Rock Management Company of New Jersey, its Attorney-in-Fact
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By:
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/s/ Harry M. Baumgartner
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Name: Harry M. Baumgartner
Title: Vice President
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9