Filing Details
- Accession Number:
- 0001654954-20-009418
- Form Type:
- 13D Filing
- Publication Date:
- 2020-08-21 16:31:01
- Filed By:
- Rollins Gary W
- Company:
- Rpc Inc (NYSE:RES)
- Filing Date:
- 2020-08-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Estate of R. Randall Rollins | 1,068,606 | 0 | 1,068,606 | 0 | 1,068,606 | 0.5 percent 14 Type of Reporting Person IN CUSIP No. 749660 10 6 Page 3 of 29 Pages 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 138,659,498 9 Sole Dispositive Power 5,199,461 10 Shared Dispositive Power 138,659,498 11 Aggregate Amount Beneficially Owned by Each Reporting Person 143,858,959 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 66.9 percent 14 Type of Reporting Person IN Includes 3,505,614 shares of Company Common Stock held in two charitable trusts of which he is a co-trustee and as to which he shares voting and investment power. Also includes shares acquired by the following entities in connection with the dissolution of RFPS Investments II, L.P. (a) LOR, Inc., a Georgia corporation, 84,675,913 shares (Mr. Gary W. Rollins is an officer and director of LOR, Inc., and has a 50% |
Gary W. Rollins | 5,199,461 | 138,659,498 | 5,199,461 | 138,659,498 | 143,858,959 | 0.4 percent 14 Type of Reporting Person OO CUSIP No. 749660 10 6 Page 5 of 29 Pages 1 Name of Reporting Person RFPS Investments II, 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 17 8 Shared Voting Power 0 9 Sole Dispositive Power 17 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 17 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 PN CUSIP No. 749660 10 6 Page 6 of 29 Pages 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 84,675,913 8 Shared Voting Power 27,960,324 9 Sole Dispositive Power 84,675,913 10 Shared Dispositive Power 27,960,324 11 Aggregate Amount Beneficially Owned by Each Reporting Person 112,636,237 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 52.4 percent 14 Type of Reporting Person CO Includes shares acquired by the following entities in connection with the dissolution of RFPS Investments II, L.P. (a) LOR Investment Company, LLC, a Georgia limited liability company, 101,510 shares (LOR Investment Company, LLC is member managed, and LOR, Inc. holds a majority of all voting interests in LOR Investment Company, LLC), and (b) RCTLOR, LLC, a Georgia limited liability company, 15,677,030 shares (LOR, Inc. is the managing member of RCTLOR, LLC). Also includes 11,292,525 shares of Company Common Stock held by RFT Investment Company, LLC, of which LOR, Inc. is the manager. Also includes 889,242 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. Also includes 17 shares held by RFPS Investments II, L.P. The general partner of RFPS Investments II, L.P. is LOR Investment Company, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person s pecuniary interest. CUSIP No. 749660 10 6 Page 7 of 29 Pages 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 17 9 Sole Dispositive Power 101,510 10 Shared Dispositive Power 17 11 Aggregate Amount Beneficially Owned by Each Reporting Person 101,527 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 Includes 17 shares held by RFPS Investments II, L.P. The general partner of RFPS Investments II, L.P. is LOR Investment Company, LLC. CUSIP No. 749660 10 6 Page 8 of 29 Pages 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 CUSIP No. 749660 10 6 Page 9 of 29 Pages 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 CUSIP No. 749660 10 6 Page 10 of 29 Pages 1 Name of Reporting Person The R. Randall Rollins Voting Trust U A dated August 25, 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 1,171 8 Shared Voting Power 0 9 Sole Dispositive Power 1,171 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,171 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 CUSIP No. 749660 10 6 Page 11 of 29 Pages 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 1,171 8 Shared Voting Power 0 9 Sole Dispositive Power 1,171 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,171 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 CUSIP No. 749660 10 6 Page 12 of 29 Pages 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 15,677,030 8 Shared Voting Power 0 9 Sole Dispositive Power 15,677,030 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 15,677,030 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 CUSIP No. 749660 10 6 Page 13 of 29 Pages 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 582,471 8 Shared Voting Power 0 9 Sole Dispositive Power 582,471 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 582,471 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 CUSIP No. 749660 10 6 Page 14 of 29 Pages 1 Name of Reporting Person 2007 GWR 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 1,045,989 8 Shared Voting Power 0 9 Sole Dispositive Power 1,045,989 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,045,989 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.1 percent 14 Type of Reporting Person PN CUSIP No. 749660 10 6 Page 15 of 29 Pages 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 3,223,333 8 Shared Voting Power 0 9 Sole Dispositive Power 3,223,333 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,223,333 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 CUSIP No. 749660 10 6 Page 16 of 29 Pages 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 4,815,172 8 Shared Voting Power 0 9 Sole Dispositive Power 4,815,172 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,815,172 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 CUSIP No. 749660 10 6 Page 17 of 29 Pages 1 Name of Reporting Person The R. Randall Rollins 2012 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 335,422 8 Shared Voting Power 0 9 Sole Dispositive Power 335,422 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 335,422 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.2 percent 14 Type of Reporting Person OO CUSIP No. 749660 10 6 Page 18 of 29 Pages Item 1. Security and Issuer This Amendment No. 13 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, and Amendment No. 12 filed on July 2, 2020 (collectively, the Schedule 13D, as amended ). 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. The Estate of R. Randall Rollins is a reporting person filing this statement. Its principal business address is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (d) None. (e) None. 2. (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 Vice 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. CUSIP No. 749660 10 6 Page 19 of 29 Pages 3. 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. 4. RFPS Investments II, 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. Its principal business is to serve as a private investment holding company. (d) None. (e) None. 5. 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. 6. 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. 7. 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. CUSIP No. 749660 10 6 Page 20 of 29 Pages 8. 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. 9. The R. Randall Rollins Voting Trust U A dated August 25, 1994 (the RRR Voting Trust ) is a reporting person filing this statement. RRR Voting Trust is a revocable trust established by and for the benefit of R. Randall Rollins. Timothy C. Rollins is a trustee of RRR Voting Trust. The principal business address of RRR Voting Trust is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (d) None. (e) None. 10. 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. 11. 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. 12. 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. 13. 2007 GWR 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. CUSIP No. 749660 10 6 Page 21 of 29 Pages 14. The Gary W. Rollins Revocable Trust 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. 15. 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. 16. The R. Randall Rollins 2012 Trust is a revocable trust established by and for the benefit of R. Randall Rollins. Timothy C. Rollins is a trustee of The R. Randall Rollins 2012 Trust. The principal business address of The R. Randall Rollins 2012 Trust is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (d) None. (e) None. 17. 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. 18. (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, 2 nd Floor Cycle 360 House, Isle of Man Business Park, Douglas, Isle of Man IM2 2QZ. (d) None. (e) None. (f) United States. CUSIP No. 749660 10 6 Page 22 of 29 Pages 19. (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 and The Ma-Ran Foundation (private charitable entities), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329. (d) None. (e) None. (f) United States. 20. (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. 21. (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. 22. (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. CUSIP No. 749660 10 6 Page 23 of 29 Pages (d) None. (e) None. (f) United States. 23. 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. 24. Four family trusts (the 1976 GWR Trusts ) are the general partners of 2007 GWR Grandchildren s Partnership, which is a reporting person filing this statement. The 1976 GWR Trusts are irrevocable trusts established by Gary W. Rollins for the benefit of his grandchildren and more remote descendants. The principal business address of the 1976 GWR Trusts is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (d) None. (e) None. 25. (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. CUSIP No. 749660 10 6 Page 24 of 29 Pages Item 3. Source and Amount of Funds or Other Consideration See the Schedule 13D, as amended for historical information. Shares distributed pursuant to the Dissolution, as defined in Item 5 below, were distributed for no consideration. Mr. R. Randall Rollins died on August 17, 2020, and 1,068,606 shares became property of his estate. 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 6,260,473 shares of Company Common Stock (2.9% |
RFA Management Company | 889,242 | 0 | 889,242 | 0 | 889,242 | |
RFPS Investments II | 17 | 0 | 17 | 0 | 17 | |
LOR, Inc | 84,675,913 | 27,960,324 | 84,675,913 | 27,960,324 | 112,636,237 | |
LOR Investment Company | 101,510 | 17 | 101,510 | 17 | 101,527 | |
RFT Investment Company | 11,292,525 | 0 | 11,292,525 | 0 | 11,292,525 | |
Rollins Holding Company, Inc | 2,544,785 | 0 | 2,544,785 | 0 | 2,544,785 | |
The R. Randall Rollins Voting Trust U A dated August | 1,171 | 0 | 1,171 | 0 | 1,171 | |
The Gary W. Rollins Voting Trust U A dated September 14, 1994 | 1,171 | 0 | 1,171 | 0 | 1,171 | |
RCTLOR | 15,677,030 | 0 | 15,677,030 | 0 | 15,677,030 | |
1997 RRR Grandchildren s Partnership | 582,471 | 0 | 582,471 | 0 | 582,471 | |
1,045,989 | 0 | 1,045,989 | 0 | 1,045,989 | ||
The Gary W. Rollins Revocable Trust | 3,223,333 | 0 | 3,223,333 | 0 | 3,223,333 | |
WNEG Investments | 4,815,172 | 0 | 4,815,172 | 0 | 4,815,172 | |
The R. Randall Rollins | 335,422 | 0 | 335,422 | 0 | 335,422 |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 13)*
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 LLP 171 17th Street NW, Suite
2100 Atlanta, GA
30363 (404)
473-8500 |
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications) |
August 3, 2020 and
August 17, 2020 |
(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).
CUSIP No. 749660 10
6 | | Page 2 of 29
Pages |
1 | Name of
Reporting Person Estate
of R. Randall 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 1,068,606 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 1,068,606 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,068,606 | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 0.5
percent | |
14 | Type of
Reporting Person IN | |
CUSIP No. 749660 10
6 | | Page 3 of 29
Pages |
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 138,659,498* | |
9 | Sole
Dispositive Power 5,199,461 | |
10 | Shared
Dispositive Power 138,659,498* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 143,858,959* | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 66.9
percent* | |
14 | Type of
Reporting Person IN | |
*
Includes 3,505,614 shares of Company Common Stock held in two
charitable trusts of which he is a co-trustee and as to which he
shares voting and investment power. Also includes shares acquired
by the following entities in connection with the dissolution of
RFPS Investments II, L.P.: (a) LOR, Inc., a Georgia corporation, 84,675,913
shares (Mr. Gary W. Rollins is an officer and director of LOR,
Inc., and has a 50% voting interest in it.), (b) LOR Investment
Company, LLC, a Georgia limited liability company, 101,510 shares
(LOR Investment Company, LLC is member managed, and LOR, Inc. holds
a majority of all voting interests in LOR Investment Company, LLC),
(c) Rollins Holding Company, Inc., a Georgia corporation, 2,544,785
shares (Mr. Gary W. Rollins is an officer and director of
Rollins Holding Company, Inc., and has a 50% voting interest in
it.), (d) RCTLOR, LLC, a Georgia limited liability company,
15,677,030 shares (LOR, Inc. is the managing member of RCTLOR,
LLC), (e) 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
brother, Mr. R. Randall Rollins, 582,471 shares (Mr. Gary W.
Rollins is a trustee of each such trust), (f) WNEG
Investments, L.P., a Georgia limited partnership, 4,815,172 shares
(Mr. Gary Rollins is the sole member of the sole general partner of
WNEG Investments, L.P.), (g) two
revocable trusts established by Mr. Gary W. Rollins, as to each of
which he is the sole trustee, 3,224,504 shares, and (h) seven
trusts (the “Rollins Family Trusts”) for the benefit of
the children and/or more remote descendants of his brother, Mr. R.
Randall Rollins, 10,279,139 shares. Also includes 889,242 shares
held by RFA Management Company, LLC, a Georgia limited
liability company, the manager of which is LOR, Inc. Also includes 11,292,525 shares of
Company Common Stock held by RFT Investment Company, LLC, of which
LOR, Inc. is the manager. Also includes 17 shares held by RFPS
Investments II, L.P. The general partner of RFPS Investments II,
L.P. is LOR Investment Company, LLC. Also includes 1,068,606 shares
held by the Estate of R. Randall Rollins, of which Mr. Gary W.
Rollins is the designated executor. 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. Shares owned directly include
933,166 shares received in connection with the dissolution of RFPS
Investments II, L.P.
CUSIP No. 749660 10
6 | | Page 4 of 29
Pages |
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 | |
CUSIP No. 749660 10
6 | | Page 5 of 29
Pages |
1 | Name of
Reporting Person RFPS
Investments II, 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
17 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power
17 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person
17 | |
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 PN | |
CUSIP No. 749660 10
6 | | Page 6 of 29
Pages |
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 84,675,913 | |
8 | Shared
Voting Power 27,960,324* | |
9 | Sole
Dispositive Power 84,675,913 | |
10 | Shared
Dispositive Power 27,960,324* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 112,636,237* | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 52.4
percent* | |
14 | Type of
Reporting Person CO | |
*
Includes shares acquired by the following entities
in connection with the dissolution of RFPS Investments II,
L.P.: (a) LOR Investment
Company, LLC, a Georgia limited liability company, 101,510 shares
(LOR Investment Company, LLC is member managed, and LOR, Inc. holds
a majority of all voting interests in LOR Investment Company, LLC),
and (b) RCTLOR, LLC, a Georgia limited liability company,
15,677,030 shares (LOR, Inc. is the managing member of RCTLOR,
LLC). Also includes 11,292,525 shares of Company Common Stock held
by RFT Investment Company, LLC, of which LOR, Inc. is the manager.
Also includes 889,242 shares held by RFA Management Company,
LLC, a Georgia limited liability company, the manager of which is
LOR, Inc. Also includes 17 shares held by RFPS Investments II, L.P.
The general partner of RFPS Investments II, L.P. is LOR Investment
Company, LLC. The reporting person
disclaims beneficial ownership of these shares except to the extent
of the reporting person’s pecuniary
interest.
CUSIP No. 749660 10
6 | | Page 7 of 29
Pages |
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
17* | |
9 | Sole
Dispositive Power 101,510 | |
10 | Shared
Dispositive Power
17* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person
101,527 | |
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 | |
Includes 17 shares
held by RFPS Investments II, L.P. The general partner of RFPS
Investments II, L.P. is LOR Investment Company, LLC.
CUSIP No. 749660 10
6 | | Page 8 of 29
Pages |
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 | |
CUSIP No. 749660 10
6 | | Page 9 of 29
Pages |
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 | |
CUSIP No. 749660 10
6 | | Page 10 of 29
Pages |
1 | Name of
Reporting Person The R.
Randall Rollins Voting Trust U/A dated August 25, 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 1,171 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 1,171 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,171
* | |
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 | |
CUSIP No. 749660 10
6 | | Page 11 of 29
Pages |
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 1,171 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 1,171 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,171 | |
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 | |
CUSIP No. 749660 10
6 | | Page 12 of 29
Pages |
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 15,677,030 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 15,677,030 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 15,677,030 | |
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 | |
CUSIP No. 749660 10
6 | | Page 13 of 29
Pages |
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 582,471 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 582,471 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 582,471 | |
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 | |
CUSIP No. 749660 10
6 | | Page 14 of 29
Pages |
1 | Name of
Reporting Person 2007
GWR 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 1,045,989 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 1,045,989 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,045,989 | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 0.1
percent | |
14 | Type of
Reporting Person PN | |
CUSIP No. 749660 10
6 | | Page 15 of 29
Pages |
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 3,223,333 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 3,223,333 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 3,223,333 | |
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 | |
CUSIP No. 749660 10
6 | | Page 16 of 29
Pages |
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 4,815,172 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 4,815,172 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,815,172 | |
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 | |
CUSIP No. 749660 10
6 | | Page 17 of 29
Pages |
1 | Name of
Reporting Person The R.
Randall Rollins 2012 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 335,422 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 335,422 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 335,422 | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 0.2
percent | |
14 | Type of
Reporting Person OO | |
CUSIP No. 749660 10
6 | | Page 18 of 29
Pages |
Item
1.
Security and Issuer
This
Amendment No. 13 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, and
Amendment No. 12 filed on July 2, 2020 (collectively, the
“Schedule 13D, as amended”). 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.
The Estate of R.
Randall Rollins is a reporting person filing this statement. Its
principal business address is c/o RFA Management Company, LLC, 1908
Cliff Valley Way NE, Atlanta, Georgia 30329.
(d)
None.
(e)
None.
2.
(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 Vice 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.
CUSIP No. 749660 10
6 | | Page 19 of 29
Pages |
3.
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.
4.
RFPS Investments
II, 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. Its principal business is to serve as a private
investment holding company.
(d)
None.
(e)
None.
5.
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.
6.
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.
7.
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.
CUSIP No. 749660 10
6 | | Page 20 of 29
Pages |
8.
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.
9.
The R. Randall
Rollins Voting Trust U/A dated August 25, 1994 (the “RRR
Voting Trust”) is a reporting person filing this statement.
RRR Voting Trust is a revocable trust established by and for the
benefit of R. Randall Rollins. Timothy C. Rollins is a trustee of
RRR Voting Trust. The principal business address of RRR Voting
Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE,
Atlanta, Georgia 30329.
(d)
None.
(e)
None.
10.
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.
11.
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.
12.
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.
13.
2007 GWR
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.
CUSIP No. 749660 10
6 | | Page 21 of 29
Pages |
14.
The Gary W. Rollins
Revocable Trust 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.
15.
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.
16.
The R. Randall
Rollins 2012 Trust is a revocable trust established by and for the
benefit of R. Randall Rollins. Timothy C. Rollins is a trustee of
The R. Randall Rollins 2012 Trust. The principal business address
of The R. Randall Rollins 2012 Trust is c/o RFA Management Company,
LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.
(d)
None.
(e)
None.
17.
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.
18.
(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.
CUSIP No. 749660 10
6 | | Page 22 of 29
Pages |
19.
(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 and The Ma-Ran Foundation (private charitable
entities), the business address of which is 1908 Cliff Valley Way
NE, Atlanta, GA 30329.
(d)
None.
(e)
None.
(f)
United
States.
20.
(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.
21.
(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.
22.
(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.
CUSIP No. 749660 10
6 | | Page 23 of 29
Pages |
(d)
None.
(e)
None.
(f)
United
States.
23.
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.
24.
Four family trusts
(the “1976 GWR Trusts”) are the general partners of
2007 GWR Grandchildren’s Partnership, which is a reporting
person filing this statement. The 1976 GWR Trusts are irrevocable
trusts established by Gary W. Rollins for the benefit of his
grandchildren and more remote descendants. The principal business
address of the 1976 GWR Trusts is c/o RFA Management Company, LLC,
1908 Cliff Valley Way NE, Atlanta, Georgia 30329.
(d)
None.
(e)
None.
25.
(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.
CUSIP No. 749660 10
6 | | Page 24 of 29
Pages |
Item
3.
Source and Amount of Funds or Other Consideration
See the Schedule
13D, as amended for historical information. Shares distributed
pursuant to the Dissolution, as defined in Item 5 below, were
distributed for no consideration. Mr. R. Randall Rollins died on
August 17, 2020, and 1,068,606 shares became property of his
estate.
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 6,260,473 shares of Company Common
Stock (2.9%). She has sole voting and dispositive power with
respect to 2,367,228 shares, and shared voting and dispositive
power with respect to 3,893,245 shares. These shares include
3,505,614 shares of Company Common Stock held in two charitable
trusts of which she is a co-trustee or Executive Director. 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 1,561,261 shares
of Company Common Stock held indirectly through two family limited
partnerships of which Ms. Kreisler is a general
partner.
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 2,783,219 shares of Company
Common Stock (1.3%). She has sole voting and dispositive power with
respect to 1,532,975 shares, and shared voting and dispositive
power with respect to 1,250,244 shares. These shares include
862,613 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 1,561,261 shares of Company Common Stock held
indirectly through two family limited partnerships of which
Ms. Rollins is a general partner.
Mr.
Timothy C. Rollins beneficially owns 1,422,889 shares of Company
Common Stock (0.1%). He has sole voting and dispositive power with
respect to 1,033,728 shares, and shared voting and dispositive
power with respect to 389,161 shares. These shares include 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 1,561,261 shares of
Company Common Stock held indirectly through two family limited
partnerships of which Mr. Rollins is a general
partner.
The
1976 RRR Trusts beneficially own 582,471 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 582,471 shares. These shares include 582,471 shares
of Company Common Stock held by 1997 RRR Grandchildren’s
Partnership.
The
1976 GWR Trusts beneficially own 1,045,989 shares of Company Common
Stock (0.5%). They have sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 1,045,989 shares. These shares include 1,045,989
shares of Company Common Stock held by 2007 GWR
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 zero shares of Company Common
Stock (0.0%).
CUSIP No. 749660 10
6 | | Page 25 of 29
Pages |
(c)
The
following transactions 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:
●
On June 30, 2020, pursuant to an Agreement for
Dissolution of Partnership dated June 30, 2020, RFPS
Management Company II, L.P. dissolved and distributed 128,987,023
shares of Company Common Stock to RFPS Investments II, L.P. and
889,242 shares of Company Common Stock
to RFA Management Company, LLC, for no
consideration.
●
On June 30, 2020, pursuant to an Agreement for
Dissolution of Partnership dated June 30, 2020, RFPS
Investments II, L.P. dissolved, and on August 3, 2020 it
distributed 130,215,406 shares
of Company Common Stock to its equity holders, for no consideration
(the “Dissolution”).
●
In
connection with the distribution of shares by RFPS Investments II,
L.P. in connection with its Dissolution on June 30, 2020 described
above, the following persons received shares of Company Common
Stock, for no consideration:
o
LOR,
Inc. –84,675,913 shares
o
LOR
Investment Company, LLC—101,510 shares
o
Rollins
Holding Company, Inc. –2,544,785 shares
o
RRR
Voting Trust—1,171 shares
o
GWR
Voting Trust—1,171 shares
o
RCTLOR,
LLC—15,677,030 shares
o
1997
RRR Grandchildren’s Partnership—582,471
shares
o
2007
GWR Grandchildren’s Partnership—1,045,989
shares
o
Gary
W. Rollins—933,166 shares
o
Amy
R. Kreisler—2,362,228 shares
o
Pamela
R. Rollins—1,522,975 shares
o
Timothy
C. Rollins—1,031,228 shares
o
2002
Amy R. Kreisler Trust—387,631 shares
o
2002
Pamela R. Rollins Trust—387,631 shares
o
2002
Timothy C. Rollins Trust—387,631 shares
o
Other
Rollins Family Trusts—9,116,246 shares
o
The
Gary W. Rollins Revocable Trust—3,223,333 shares
o
WNEG Investments,
L.P.—4,815,172
shares.
o
The R. Randall
Rollins 2012 Trust –335,422
shares
●
Mr. R. Randall
Rollins died on August 17, 2020, and 1,068,606 shares became
property of his estate.
(d)
None.
(e) Following
the death of R. Randall Rollins on August 17, 2020, the 2007 GWR
Grandchildren’s Partnership, the RRR Voting Trust, and the R.
Randall Rollins 2012 Trust ceased to be a part of the reporting
group and therefore ceased to beneficially own in excess of 5% of
outstanding Company common stock.
Item 6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Other
than as referenced above in Items 4 and 5, the content of which is
incorporated herein by reference, 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).
(B)
Letter dated June 30, 2020 (incorporated by
reference to Item 7(B) contained in Amendment No. 12 to Schedule
13D filed on July 2, 2020.)
CUSIP No. 749660 10
6 | | Page 26 of 29
Pages |
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.
RFT
INVESTMENT COMPANY, LLC By: LOR,
INC., Manager By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
RFA
MANAGEMENT COMPANY, LLC By: LOR,
INC., Manager By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
RFPS
INVESTMENTS II, L.P. By: LOR
INVESTMENT COMPANY, LLC, General Partner By: LOR,
INC., Class A Member By:
/s/ Gary W.
Rollins Gary W. Rollins,
President | | Date: August 20,
2020 |
LOR
INVESTMENT COMPANY, LLC By: LOR,
INC., Class A Member By:
/s/ Gary W.
Rollins Gary W. Rollins,
President | | Date: August 20,
2020 |
ROLLINS
HOLDING COMPANY, INC. By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
GARY
W. ROLLINS VOTING TRUST U/A DATED
SEPTEMBER 14, 1994 By:
/s/ Gary W.
Rollins Gary W. Rollins,
trustee | | Date: August 20,
2020 |
RCTLOR,
LLC By: LOR,
INC., Manager By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
LOR,
INC. By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
CUSIP No. 749660 10
6 | | Page 27 of 29
Pages |
1997
RRR GRANDCHILDREN’S PARTNERSHIP By:
/s/ Gary W.
Rollins Gary W. Rollins, as
co-trustee of the 1976 RRR Trusts,
each a General Partner | | Date: August 20,
2020 |
GARY
W. ROLLINS REVOCABLE TRUST By:
/s/ Gary W.
Rollins Gary W. Rollins,
trustee | | Date: August 20,
2020 |
WNEG
INVESTMENTS, L.P. By: WNEG
MANAGEMENT COMPANY, LLC, General
Partner By:
/s/ Gary W.
Rollins Gary W. Rollins,
Sole Manager and Member | | Date: August 20,
2020 |
/s/ Gary W.
Rollins GARY
W. ROLLINS | | Date: August 20,
2020 |
R.
RANDALL ROLLINS VOTING TRUST U/A DATED
AUGUST 25, 1994
By: /s/
Timothy C. Rollins
Timothy C. Rollins,
trustee | | Date: August 20,
2020 |
2007
GWR GRANDCHILDREN’S PARTNERSHIP By:
/s/ Donald P. Carson
Donald P. Carson,
as co-trustee of the 1976 GWR Trusts,
each a General Partner | | Date: August 20,
2020 |
R.
RANDALL ROLLINS 2012 TRUST By:
/s/ Timothy C. Rollins
Timothy C. Rollins,
trustee | | Date: August 20,
2020 |
ESTATE OF R. RANDALL
ROLLINS By:
/s/ Gary W.
Rollins Gary W. Rollins,
Designated Executor | | Date: August 20,
2020 |
CUSIP No. 749660 10
6 | | Page 28 of 29
Pages |
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.
RFT
INVESTMENT COMPANY, LLC By: LOR,
INC., Manager By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
RFA
MANAGEMENT COMPANY, LLC By: LOR,
INC., Manager By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
RFPS
INVESTMENTS II, L.P. By: LOR
INVESTMENT COMPANY, LLC, General Partner By: LOR,
INC., Class A Member By:
/s/ Gary W.
Rollins Gary W. Rollins,
President | | Date: August 20,
2020 |
LOR
INVESTMENT COMPANY, LLC By: LOR,
INC., Class A Member By:
/s/ Gary W.
Rollins Gary W. Rollins,
President | | Date: August 20,
2020 |
ROLLINS
HOLDING COMPANY, INC. By: /s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
GARY
W. ROLLINS VOTING TRUST U/A DATED
SEPTEMBER 14, 1994 By:
/s/ Gary W.
Rollins Gary W. Rollins,
trustee | | Date: August 20,
2020 |
RCTLOR,
LLC By: LOR,
INC., Manager By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
LOR,
INC. By:
/s/ Gary W.
Rollins Gary W. Rollins,
Vice President | | Date: August 20,
2020 |
CUSIP No. 749660 10
6 | | Page 29 of 29
Pages |
1997
RRR GRANDCHILDREN’S PARTNERSHIP By:
/s/ Gary W.
Rollins Gary W. Rollins, as
co-trustee of the 1976 RRR Trusts,
each a General Partner | | Date: August 20,
2020 |
GARY
W. ROLLINS REVOCABLE TRUST By:
/s/ Gary W.
Rollins Gary W. Rollins,
trustee | | Date: August 20,
2020 |
WNEG
INVESTMENTS, L.P.
By: WNEG MANAGEMENT COMPANY, LLC, General
Partner By:
/s/ Gary W.
Rollins Gary W. Rollins,
Sole Manager and Member | | Date: August 20,
2020 |
/s/ Gary W.
Rollins GARY
W. ROLLINS | | Date: August 20,
2020 |
R.
RANDALL ROLLINS VOTING TRUST U/A DATED
AUGUST 25, 1994 By:
/s/ Timothy C. Rollins
Timothy C. Rollins,
trustee | | Date: August 20,
2020 |
2007
GWR GRANDCHILDREN’S PARTNERSHIP By:
/s/ Donald P. Carson
Donald P. Carson,
as co-trustee of the 1976 GWR Trusts,
each a General Partner | | Date: August 20,
2020 |
R.
RANDALL ROLLINS 2012 TRUST By:
/s/ Timothy C. Rollins
Timothy C. Rollins,
trustee | | Date: August 20,
2020 |
ESTATE OF R. RANDALL
ROLLINS By:
/s/ Gary W.
Rollins Gary W. Rollins,
Designated Executor | | Date: August 20,
2020 |