Filing Details
- Accession Number:
- 0001214659-21-000457
- Form Type:
- 13D Filing
- Publication Date:
- 2021-01-13 19:00:00
- Filed By:
- Gunther Dale O.
- Company:
- Altabancorp (NASDAQ:ALTA)
- Filing Date:
- 2021-01-14
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| Dale O. Gunther DRG Partners | 1,389,017 | 0 | 1,279,717 | 0 | 1,279,717 | 6.8% |
| Gunther Legacy Trust | . | 445,984 | 0 | 445,984 | 445,984 | 2.4% |
| Russell Gunther | 0 | 0 | 70,724 | 0 | 70,724 | 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3.The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 4 CUSIP No. 712706209 1. Names of Reporting Persons. Jacob Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) SC, OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 9,871 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 9,871 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,871 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 5 CUSIP No. 712706209 1. Names of Reporting Persons. Hudson Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) SC, OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 4,287 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 4,287 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,287 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 6 CUSIP No. 712706209 1. Names of Reporting Persons. Kimball Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 10,615 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 10,615 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,615 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 7 CUSIP No. 712706209 1. Names of Reporting Persons. The Mary G. Miller Revocable Trust Mary G. Miller and W. Bruce Miller 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Utah trust NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 30,000 (1)(2) 9. Sole Dispositive Power 0 10. Shared Dispositive Power 30,000 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 30,000 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) OO (Trust) Less than one percent. (1) Mary G. Miller and W. Bruce Miller are trustees of The Mary G. Miller Revocable Trust, and share voting and dispositive power. (2) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 8 CUSIP No. 712706209 1. Names of Reporting Persons. Derek Gunther Miller 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 14,800 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 14,800 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,800 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 9 CUSIP No. 712706209 1. Names of Reporting Persons. The Brett and Susan Christiansen Family Trust Brett David Christiansen and Susan Gunther Christiansen 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) PF OO (Gift) 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Utah trust. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 64,484 (1)(2) 9. Sole Dispositive Power 0 10. Shared Dispositive Power 64,484 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 64,484 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) OO (trust) Less than one percent. (1) Brett David Christiansen and Susan Gunther Christiansen are trustees of The Brett and Susan Christiansen Family Trust, and share voting and dispositive power. (2) As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 10 CUSIP No. 712706209 1. Names of Reporting Persons. Christopher Brett Christiansen 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO (Gift) 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 8,373 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 8,373 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,373 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 11 CUSIP No. 712706209 1. Names of Reporting Persons. Bruce O. Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) SC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 313 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 313 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 313 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 12 CUSIP No. 712706209 1. Names of Reporting Persons. Julie Marie Rockwell 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 50,000 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 50,000 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 50,000 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 13 CUSIP No. 712706209 1. Names of Reporting Persons. Ruth Ann Gunther Thompson 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 52,140 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 52,140 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 14 CUSIP No. 712706209 1. Names of Reporting Persons. The Paul Gunther Family LLC The Paul and Lynda Gunther Family Trust Paul Gunther and Lynda C. Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) PF, SC, OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Utah limited liability company NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 967 (1) 8. Shared Voting Power 819,877 (2) 9. Sole Dispositive Power 967 (1) 10. Shared Dispositive Power 819,877 (2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 820,844 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (3) 13. Percent of Class Represented by Amount in Row (11) 4.4% |
| Jacob Gunther | 70,724 | 0 | 9,871 | 0 | 9,871 | 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 16 CUSIP No. 712706209 1. Names of Reporting Persons. Jordan Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 52,140 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 52,140 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 17 CUSIP No. 712706209 1. Names of Reporting Persons. Jenessa Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 52,140 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 52,140 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 18 CUSIP No. 712706209 1. Names of Reporting Persons. Jilenne Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 52,140 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 52,140 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 19 CUSIP No. 712706209 1. Names of Reporting Persons. Justus Robert Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 52,140 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 52,140 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 20 CUSIP No. 712706209 1. Names of Reporting Persons. Jesse Omega Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 52,140 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 52,140 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 21 CUSIP No. 712706209 1. Names of Reporting Persons. Jansen Orville Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 45,522 8. Shared Voting Power 0 (1) 9. Sole Dispositive Power 45,522 10. Shared Dispositive Power 0 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 45,522 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 22 CUSIP No. 712706209 1. Names of Reporting Persons. Julia Kelsey Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) PF, OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 52,478 8. Shared Voting Power 0 (1)(2) Sole Dispositive Power 52,478 10. Shared Dispositive Power 0 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 52,478 shares (1) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) Amount does not include the 818,891 shares held by The Paul Gunther Family LLC, of which Paul Gunther and Lynda C. Gunther are the managing members, and over which shares Julia Kelsey Gunther exercises voting and dispositive power. (2) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 23 CUSIP No. 712706209 1. Names of Reporting Persons. The Paul and Miriam Thomas Family LLC Paul Y. Thomas and Miriam G. Thomas 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Arizona limited liability company NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 422,704 (1)(2) 9. Sole Dispositive Power 0 10. Shared Dispositive Power 422,704 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 422,704 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) 13. Percent of Class Represented by Amount in Row (11) 2.3% |
| Hudson Gunther | 9,871 | 0 | 4,287 | 0 | 4,287 | 14. Type of Reporting Person (See Instructions) OO (limited liability company) Less than 1% |
| Kimball Gunther | 4,287 | 0 | 10,615 | 0 | 10,615 | 4.2% |
| The Mary G. Miller Revocable Trust Mary G. Miller and W. Bruce Miller | 10,615 | 30,000 | 0 | 30,000 | 30,000 | 14. Type of Reporting Person (See Instructions) IN OO (trust) Less than one percent. (1) Includes 719,500 shares held by Blaine Gunther Investments, L.C., a Utah limited liability company, of which Kristin G. Howard is a managing member. (2) Includes 87,596 shares held by John W. Howard II and Kristin G. Howard Trust FBO Howard Family Trust U A Jan. 3, 2002, a Utah trust. Voting and dispositive power is shared by the trustees, John W. Howard II and Kristin G. Howard. (3) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. (4) Row (11) does not include and the Reporting Persons disclaim any beneficial ownership to shares beneficially owned by Blaine Gunther Investments, L.C., except to the extent of their pecuniary interest therein. 27 CUSIP No. 712706209 1. Names of Reporting Persons. The Living Trust of Jonathan Blaine Gunther and Lisa Petersen Gunther Jonathan Blaine Gunther and Lisa Petersen Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) PF, SC, OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. citizen Utah trust NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 10,663 (1) 8. Shared Voting Power 778,408 (2)(3) 9. Sole Dispositive Power 10,663 (1) 10. Shared Dispositive Power 778,408 (2)(3) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 60,740 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (3)(4) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN OO (trust) Less than one percent. (1) Includes the following issued to Jonathan Blaine Gunther (i) 1,832 shares of common stock (ii) 4,373 option shares presently exercisable at 26.80 per share until 2022 (iii) 3,491 option shares presently exercisable at 35.70 per share until 2023 (iv) and 967 shares of Restricted Stock Units which vest on 12 31 2021. (2) (a) Includes 58,908 shares held by The Living Trust of Jonathan Blaine Gunther and Lisa Petersen Gunther, a Utah trust trustees Jonathan Blaine Gunther and Lisa Petersen Gunther share voting and dispositive power. (b) Includes 719,500 shares held of record by Blaine Gunther Investments, L.C., a Utah limited liability company Jonathan Blaine Gunther shares voting and dispositive power of these shares with the other member managers Blaine C. Gunther, Linda Gunther, Kristin Gunther Howard and Anne Marie Gunther. (3) As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. (4) Row (11) does not include and the Reporting Persons disclaim any beneficial ownership to shares beneficially owned by Blaine Gunther Investments, L.C., except to the extent of their pecuniary interest therein. Row (11) does not include the 7,864 options and 967 RSUs issued to Jonathan Blaine Gunther. 28 CUSIP No. 712706209 1. Names of Reporting Persons. Anne Marie Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO PF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 91,320 8. Shared Voting Power 719,500 (1) 9. Sole Dispositive Power 91,320 10. Shared Dispositive Power 719,500 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 91,320 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2)(3) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) Shares held by Blaine Gunther Investments, L.C., a Utah limited liability company Anne Marie Gunther shares voting and dispositive power of shares with the other member managers Blaine C. Gunther, Linda Gunther, Kristin Gunther Howard and Jonathan Blaine Gunther. (2) Row (11) does not include and the Reporting Persons disclaim any beneficial ownership to shares beneficially owned by Blaine Gunther Investments, L.C., except to the extent of their pecuniary interest therein. (3) As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 29 CUSIP No. 712706209 1. Names of Reporting Persons. Gunther Holding Company L.C. The Dean and Deana Gunther Family Trust Dean Gunther and Deana Gunther 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO PF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Utah limited liability company Utah trust. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 479,899 (1) 8. Shared Voting Power 4,047 (2) 9. Sole Dispositive Power 479,899 (1) 10. Shared Dispositive Power 4,047 (2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 483,946 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (3) 13. Percent of Class Represented by Amount in Row (11) 2.6 % |
| Derek Gunther Miller | 0 | 0 | 14,800 | 0 | 14,800 | 1.8% |
| The Brett and Susan Christiansen Family Trust Brett David Christiansen and Susan Gunther Christiansen | 14,800 | 64,484 | 0 | 64,484 | 64,484 | 14. Type of Reporting Person (See Instructions) OO (trust) Less than one percent. (1) The trustees of this Reporting Person are Jace Tyler Newbold and Rebecca Holley Newbold, who have shared voting and dispositive power. (2) As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 32 1. Names of Reporting Persons. Stephen Mark Holley 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 39,712 (1) 8. Shared Voting Power 0 9. Sole Dispositive Power 39,712 (1) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 39,712 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Amount indicated is less than one percent. (1) As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 33 1. Names of Reporting Persons. Benjamin Holley and Andrea Holley 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 96,932 (1) 9. Sole Dispositive Power 0 10. Shared Dispositive Power 96,932 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 96,932 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) 13. Percent of Class Represented by Amount in Row (11) 14. Type of Reporting Person (See Instructions) IN Less than one percent. (1) Shares owned jointly by Benjamin and Andrea Holley, who share voting and dispositive power. (2) As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. 34 SCHEDULE 13D Explanatory Note This Amendment No. 2 ( Amendment ) to the beneficial ownership report on Schedule 13D filed on June 10, 2020 ( Schedule 13D ) amends and supplements certain information set forth in the Schedule 13D. The Schedule 13D has previously been amended by Amendment No. 1 thereto, filed on July 22, 2020, and references herein to the Schedule 13D describe the initial filing as so amended. The Schedule 13D relates to shares of common stock of Altabancorp, a Utah corporation and a registered bank holding company, beneficially owned by the reporting persons identified in the Schedule 13D, as amended hereby. Except as set forth herein, this Amendment does not modify any information previously set forth in the Schedule 13D. Capitalized terms used herein and not defined have the meanings assigned thereto in the Schedule 13D. Item 2. Identity and Background (a) This Statement is being filed pursuant to Rule 13d-1 under the Act, by the following persons (collectively, the Reporting Persons and each individually a Reporting Person ) 1. Dale O. Gunther, an individual 2. DRG Partners, LLC, a Utah limited liability company 3. The Raspberry Trust, a Utah trust 4. The Gunther Legacy Trust, a Utah trust 5. Russell Gunther, an individual 6. Jacob Gunther, an individual 7. Hudson Gunther, an individual 8. Kimball Gunther, an individual 9. The Mary G. Miller Revocable Trust, a Utah trust 10. Derek Gunther Miller, an individual 11. The Brett and Susan Christiansen Family Trust, a Utah trust 12. Christopher Brett Christiansen, an individual 13. Bruce O. Gunther, an individual 14. Julie Marie Rockwell, an individual 15. Ruth Ann Gunther Thompson, an individual 16. The Paul Gunther Family LLC, a Utah limited liability company 17. The Paul and Lynda Gunther Family Trust, a Utah trust 18. Janelle Gunther, an individual 19. Jordan Gunther, an individual 20. Jenessa Gunther, an individual 21. Jilenne Gunther, an individual 22. Justus Robert Gunther, an individual 23. Jesse Omega Gunther, an individual 24. Jansen Orville Gunther, an individual 25. Julia Kelsey Gunther, an individual 26. The Paul and Miriam Thomas Family LLC, an Arizona limited liability company 27. HETS LLC, an Arizona limited liability company 28. Blaine Gunther Investments, L.C., a Utah limited liability company 29. The Blaine C. Gunther Trust, a Utah trust 30. The John W. Howard II and Kristin G. Howard Trust, a Utah trust 31. The Living Trust of Jonathan Blaine Gunther and Lisa Petersen, a Utah trust 32. Anne Marie Gunther, an individual 33. Gunther Holding Company LLC, a Utah limited liability company 34. The Gunther Family Trust, a Utah trust 35. Ruprecht Co., LLC, a Utah limited liability company 36. Debra Gunther Holley, an individual 37. Stephen Harold Holley, and individual 38. The Newbold Family Trust, a Utah trust 39. Stephen Mark Holley, an individual 40. Benjamin Holley, an individual 41. Andrea Holley, an individual 35 Item 4. Purpose of Transaction Item 4 of the Schedule 13D is amended in its entirety to read as follows. On January 13, 2021, Dale O. Gunther and Blaine C. Gunther, in their capacity as the designated representatives of the collective Reporting Persons, sent to the Board a letter in the form of Exhibit 99.2. Such letter is incorporated in its entirety by reference herein. The stated purpose of such letter was to communicate to the Board certain matters of concern to the Reporting Persons, including expressions of concern regarding the effect of recent management decisions on the employees and customers of the Issuer s wholly owned subsidiary, Altabank, and recommendations that the Board conduct an objective evaluation of the strategic alternatives available to maximize the value of the Issuer to shareholders and other stakeholders. The full text of such letter is filed as Exhibit 99.2 hereto and is incorporated by reference herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Subject to the Shareholder Agreement, the Reporting Persons may from time to time communicate, directly and indirectly, with the Board, members of management, other shareholders and third parties, including advisors and prospective acquirors, regarding operational, strategic, financial and governance matters relating to the Issuer, or to otherwise work or propose to work with management, the Board, other shareholders, and potentially third parties, in each case with a view to maximizing shareholder value. In connection therewith, and subject to and in compliance with Regulation 14A of the Securities Exchange Act of 1934, as amended, the Reporting Persons may communicate with one or more of the foregoing parties with respect to the composition of the board of directors of the Issuer and or with respect to the Issuer s charter, bylaws or instruments corresponding thereto, or regarding instruments or actions that may impede the acquisition of control of the Issuer by any person. Except as otherwise described in this Amendment, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment and the Reporting Persons legacy of investment in and support for the Issuer s customers and employees, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the Board of directors of the Issuer, other shareholders of the Issuer, or other third parties regarding such matters. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open markets, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4 . Item 5. Interest in Securities of the Issuer Items 5(a) and 5(b) of the Schedule 13D are amended to read in their entirety as follows . (a) and (b) The Reporting Persons currently hold, in the aggregate, approximately 5,851,540 shares or 31.1% |
| Christopher Brett Christiansen | 0 | 0 | 8,373 | 0 | 8,373 | |
| Bruce O. Gunther | 8,373 | 0 | 313 | 0 | 313 | |
| Julie Marie Rockwell | 313 | 0 | 50,000 | 0 | 50,000 | |
| Ruth Ann Gunther Thompson | 50,000 | 0 | 52,140 | 0 | 52,140 | |
| The Paul Gunther Family | 52,140 | 819,877 | 967 | 819,877 | 820,844 | |
| Janelle Gunther | 967 | 0 | 52,140 | 0 | 52,140 | |
| Jordan Gunther | 52,140 | 0 | 52,140 | 0 | 52,140 | |
| Jenessa Gunther | 52,140 | 0 | 52,140 | 0 | 52,140 | |
| Jilenne Gunther | 52,140 | 0 | 52,140 | 0 | 52,140 | |
| Justus Robert Gunther | 52,140 | 0 | 52,140 | 0 | 52,140 | |
| Jesse Omega Gunther | 52,140 | 0 | 52,140 | 0 | 52,140 | |
| Jansen Orville Gunther | 52,140 | 0 | 45,522 | 0 | 45,522 | |
| Julia Kelsey Gunther | 45,522 | 0 | 52,478 | 0 | 52,478 | |
| The Paul and Miriam Thomas Family | 52,478 | 422,704 | 0 | 422,704 | 422,704 | |
| HETS | 0 | 43,060 | 0 | 43,060 | 43,060 | |
| Blaine Gunther Investments L.C. The Blaine C. Gunther Trust Blaine C. Gunther and Linda Gunther | 0 | 797,865 | 0 | 797,865 | 797,865 | |
| The John W. Howard II and Kristin G. Howard Trust FBO Howard Family Trust U A Jan. 3 | 0 | 807,096 | 0 | 807,096 | 87,596 | |
| The Living Trust of Jonathan Blaine Gunther and Lisa Petersen Gunther Jonathan Blaine Gunther and Lisa Petersen Gunther | 0 | 778,408 | 10,663 | 778,408 | 60,740 | |
| Anne Marie Gunther | 10,663 | 719,500 | 91,320 | 719,500 | 91,320 | |
| Gunther Holding Company L.C. The Dean and Deana Gunther Family Trust Dean Gunther and Deana Gunther | 91,320 | 4,047 | 479,899 | 4,047 | 483,946 | |
| Ruprecht Co. | 479,899 | 336,732 | 6,116 | 336,732 | 350,020 | |
| The Newbold Family Trust Jace Tyler Newbold and Rebecca Holley Newbold | 6,116 | 70,368 | 0 | 70,368 | 70,368 | |
| Stephen Mark Holley | 0 | 0 | 39,712 | 0 | 39,712 | |
| Benjamin Holley and Andrea Holley | 39,712 | 96,932 | 0 | 96,932 | 96,932 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALTABANCORP
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
712706209
(CUSIP Number)
| Dale O. Gunther | Blaine C. Gunther |
| 856 East 700 North | 75 East 1010 North |
| American Fork, UT 84003 | American Fork, UT 84003 |
| (801) 592-1826 | (801) 234-9620 |
The address for all other Reporting Persons is:
Marcus J. Williams
Buchalter APC
1000 Wilshire Blvd., Suite 1500
Los Angeles, CA 90017
(213) 891-5088
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
January 13, 2021
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(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 §240.13d-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. 712706209 | |||
| 1. | Names of Reporting Persons Dale O. Gunther DRG Partners, LLC The Raspberry Trust | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF, SC, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. citizen; Utah limited liability company | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 1,389,017 (1) | |
| 8. | Shared Voting Power 0 (2) | ||
| 9. | Sole Dispositive Power 1,279,717 (1) | ||
| 10. | Shared Dispositive Power 0 (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,279,717 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) | ||
| 13. | Percent of Class Represented by Amount in Row (11) 6.8% | ||
| 14. | Type of Reporting Person (See Instructions) IN; OO (limited liability company) | ||
| (1) | Includes (i) 109,300 shares of common stock owned by Dale O. Gunther, (ii) 531,696 shares of common stock owned by DRG Partners, LLC, a Utah limited liability company, of which Mr. Gunther is the manager with sole voting and dispositive power, and (iii) 638,716 shares of common stock owned by The Raspberry Trust, a Utah trust, of which an independent person serves as trustee and Dale O. Gunther exercises sole voting power. |
| (2) | As a result of an agreement (the “Shareholder Agreement” as described in Item 2, below), the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3 with respect to the matters covered by the Shareholder Agreement. Each of the Reporting Persons disclaims all beneficial ownership of all such shares except as set forth in Row 11. |
| 2 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Gunther Legacy Trust (1) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Utah trust | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 445,984 (1)(2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 445,984 (1)(2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 445,984 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) | ||
| 13. | Percent of Class Represented by Amount in Row (11) 2.4% | ||
| 14. | Type of Reporting Person (See Instructions) OO (Trust) | ||
| (1) | Chantel Gunther, W. Bruce Miller, Brett D. Christiansen, Holli Gunther, Christina Gunther, Orrin Porter Rockwell, and Ryan Thompson are trustees of the Gunther Legacy Trust, and share voting and dispositive power. |
| (2) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 3 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Russell Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 70,724 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 70,724 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 70,724 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3.The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 4 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Jacob Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) SC, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 9,871 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 9,871 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 9,871 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 5 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Hudson Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) SC, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 4,287 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 4,287 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,287 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 6 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Kimball Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 10,615 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 10,615 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 10,615 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 7 |
CUSIP No. 712706209
| 1. | Names of Reporting Persons. The Mary G. Miller Revocable Trust Mary G. Miller and W. Bruce Miller | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Utah trust | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 30,000 (1)(2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 30,000 (1)(2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 30,000 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) OO (Trust) | ||
* Less than one percent.
| (1) | Mary G. Miller and W. Bruce Miller are trustees of The Mary G. Miller Revocable Trust, and share voting and dispositive power. |
| (2) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 8 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Derek Gunther Miller | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 14,800 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 14,800 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,800 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 9 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. The Brett and Susan Christiansen Family Trust Brett David Christiansen and Susan Gunther Christiansen | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF; OO (Gift) | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Utah trust. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 64,484 (1)(2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 64,484 (1)(2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 64,484 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) OO (trust) | ||
* Less than one percent.
| (1) | Brett David Christiansen and Susan Gunther Christiansen are trustees of The Brett and Susan Christiansen Family Trust, and share voting and dispositive power. |
| (2) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 10 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Christopher Brett Christiansen | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO (Gift) | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 8,373 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 8,373 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 8,373 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 11 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Bruce O. Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) SC | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 313 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 313 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 313 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 12 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Julie Marie Rockwell | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 50,000 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 50,000 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 50,000 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 13 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Ruth Ann Gunther Thompson | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 52,140 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 52,140 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 14 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. The Paul Gunther Family LLC The [Paul and Lynda] Gunther Family Trust Paul Gunther and Lynda C. Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF, SC, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Utah limited liability company | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 967 (1) | |
| 8. | Shared Voting Power 819,877 (2) | ||
| 9. | Sole Dispositive Power 967 (1) | ||
| 10. | Shared Dispositive Power 819,877 (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 820,844 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (3)
| ||
| 13. | Percent of Class Represented by Amount in Row (11) 4.4% | ||
| 14. | Type of Reporting Person (See Instructions) OO (limited liability company) | ||
| (1) | Includes 967 Restricted Stock Units held by Paul Gunther, which vested on December 31, 2020. |
| (2) | Includes (a) 818,891 shares held by The Paul Gunther Family LLC, of which Paul Gunther and Lynda C. Gunther are the managing members, and over which Julia Kelsey Gunther exercises voting and dispositive power, and (b) 986 shares of The Gunther Family Trust, of which Paul Gunther and Lynda C. Gunther are trustees sharing voting and dispositive power. |
| (3) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 15 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Janelle Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 52,140 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 52,140 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 16 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Jordan Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 52,140 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 52,140 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 17 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Jenessa Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 52,140 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 52,140 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 18 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Jilenne Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 52,140 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 52,140 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 19 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Justus Robert Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 52,140 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 52,140 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 20 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Jesse Omega Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 52,140 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 52,140 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 52,140 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 21 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Jansen Orville Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 45,522 | |
| 8. | Shared Voting Power 0 (1) | ||
| 9. | Sole Dispositive Power 45,522 | ||
| 10. | Shared Dispositive Power 0 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 45,522 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 22 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Julia Kelsey Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 52,478 | |
| 8. | Shared Voting Power 0 (1)(2) | ||
| Sole Dispositive Power 52,478 | |||
| 10. | Shared Dispositive Power 0 (1)(2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 52,478 shares (1) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | Amount does not include the 818,891 shares held by The Paul Gunther Family LLC, of which Paul Gunther and Lynda C. Gunther are the managing members, and over which shares Julia Kelsey Gunther exercises voting and dispositive power. |
| (2) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 23 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. The Paul and Miriam Thomas Family LLC Paul Y. Thomas and Miriam G. Thomas | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Arizona limited liability company | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 422,704 (1)(2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 422,704 (1)(2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 422,704 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) | ||
| 13. | Percent of Class Represented by Amount in Row (11) 2.3% | ||
| 14. | Type of Reporting Person (See Instructions) OO (limited liability company) | ||
| (1) | The Paul and Miriam Thomas Family LLC, an Arizona limited liability company, is owned by The Paul Y. Thomas and Miriam G. Thomas Revocable Living Trust. Paul Y. Thomas and Miriam G. Thomas are the managing members of The Paul and Miriam Thomas Family LLC, and in such capacity, share voting and dispositive power. |
| (2) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 24 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. HETS, LLC Eric Neal Sabourin and Heather Thomas-Sabourin | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Arizona limited liability company | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 43,060 (1)(2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 43,060 (1)(2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 43,060 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) OO (limited liability company) | ||
* Less than 1%
| (1) | HETS, LLC, an Arizona limited liability company, is owned by The Eric and Heather Thomas Living Trust. Eric Neal Sabourin and Heather Thomas-Sabourin are the managers of HETS, LLC, and in such capacity, share voting and dispositive power. |
| (2) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 25 |
CUSIP No. 712706209
| 1. | Names of Reporting Persons. Blaine Gunther Investments L.C. The Blaine C. Gunther Trust Blaine C. Gunther and Linda Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨87 | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF, SC, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Utah limited liability company | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 797,865 (1)(2)(3) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 797,865 (1)(2)(3) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 797,865 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (3) | ||
| 13. | Percent of Class Represented by Amount in Row (11) 4.2% | ||
| 14. | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | ||
| (1) | Blaine Gunther Investments, L.C., a Utah limited liability company managed by its members: Blaine C. Gunther, his wife Linda Gunther, and their adult children Kristin Gunther Howard, Jonathan Blaine Gunther and Anne Marie Gunther, who share voting and dispositive power. The Blaine C. Gunther Trust, a Utah trust, of which the trustees are Blaine C. Gunther and Linda Gunther, who share voting and dispositive power. |
| (2) | Includes 719,500 shares held by Blaine Gunther Investments, L.C., and 78,365 shares held by the Blaine C. Gunther Trust. |
| (3) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 26 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. The John W. Howard II and Kristin G. Howard Trust FBO Howard Family Trust U/A Jan. 3, 2002 Kristin Gunther Howard and John W. Howard II | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO; PF | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. citizen; Utah trust | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 807,096 (1)(2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 807,096 (1)(2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 87,596 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (3)(4) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN; OO (trust) | ||
* Less than one percent.
| (1) | Includes 719,500 shares held by Blaine Gunther Investments, L.C., a Utah limited liability company, of which Kristin G. Howard is a managing member. |
| (2) | Includes 87,596 shares held by John W. Howard II and Kristin G. Howard Trust FBO Howard Family Trust U/A Jan. 3, 2002, a Utah trust. Voting and dispositive power is shared by the trustees, John W. Howard II and Kristin G. Howard. |
| (3) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| (4) | Row (11) does not include and the Reporting Persons disclaim any beneficial ownership to shares beneficially owned by Blaine Gunther Investments, L.C., except to the extent of their pecuniary interest therein. |
| 27 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. The Living Trust of Jonathan Blaine Gunther and Lisa Petersen Gunther Jonathan Blaine Gunther and Lisa Petersen Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) PF, SC, OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. citizen; Utah trust | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 10,663 (1) | |
| 8. | Shared Voting Power 778,408 (2)(3) | ||
| 9. | Sole Dispositive Power 10,663 (1) | ||
| 10. | Shared Dispositive Power 778,408 (2)(3) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 60,740 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (3)(4) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN; OO (trust) | ||
* Less than one percent.
| (1) | Includes the following issued to Jonathan Blaine Gunther: (i) 1,832 shares of common stock ; (ii) 4,373 option shares presently exercisable at $26.80 per share until 2022; (iii) 3,491 option shares presently exercisable at $35.70 per share until 2023; (iv) and 967 shares of Restricted Stock Units which vest on 12/31/2021. |
| (2) | (a) Includes 58,908 shares held by The Living Trust of Jonathan Blaine Gunther and Lisa Petersen Gunther, a Utah trust; trustees Jonathan Blaine Gunther and Lisa Petersen Gunther share voting and dispositive power. (b) Includes 719,500 shares held of record by Blaine Gunther Investments, L.C., a Utah limited liability company; Jonathan Blaine Gunther shares voting and dispositive power of these shares with the other member managers: Blaine C. Gunther, Linda Gunther, Kristin Gunther Howard and Anne Marie Gunther. |
| (3) | As a result of the Shareholder Agreement, the Reporting Person may be deemed to have shared power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| (4) | Row (11) does not include and the Reporting Persons disclaim any beneficial ownership to shares beneficially owned by Blaine Gunther Investments, L.C., except to the extent of their pecuniary interest therein. Row (11) does not include the 7,864 options and 967 RSUs issued to Jonathan Blaine Gunther. |
| 28 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Anne Marie Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO; PF | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 91,320 | |
| 8. | Shared Voting Power 719,500 (1) | ||
| 9. | Sole Dispositive Power 91,320 | ||
| 10. | Shared Dispositive Power 719,500 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 91,320 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2)(3) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | Shares held by Blaine Gunther Investments, L.C., a Utah limited liability company; Anne Marie Gunther shares voting and dispositive power of shares with the other member managers: Blaine C. Gunther, Linda Gunther, Kristin Gunther Howard and Jonathan Blaine Gunther. |
| (2) | Row (11) does not include and the Reporting Persons disclaim any beneficial ownership to shares beneficially owned by Blaine Gunther Investments, L.C., except to the extent of their pecuniary interest therein. |
| (3) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 29 |
CUSIP No. 712706209
| 1. | Names of Reporting Persons. Gunther Holding Company L.C. The [Dean and Deana] Gunther Family Trust Dean Gunther and Deana Gunther | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO; PF | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Utah limited liability company; Utah trust. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 479,899 (1) | |
| 8. | Shared Voting Power 4,047 (2) | ||
| 9. | Sole Dispositive Power 479,899 (1) | ||
| 10. | Shared Dispositive Power 4,047 (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 483,946 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (3) | ||
| 13. | Percent of Class Represented by Amount in Row (11) 2.6 % | ||
| 14. | Type of Reporting Person (See Instructions) OO (Limited Liability Company); OO (Trust) | ||
| (1) | Shares held by Gunther Holding Company L.C., a Utah limited liability company; Dean Gunther, manager has sole voting and dispositive power. |
| (2) | Shares held by The Gunther Family Trust; Dean Gunther and Deana Gunther, trustees, share voting and dispositive power. |
| (3) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 30 |
| CUSIP No. 712706209 | |||
| 1. | Names of Reporting Persons. Ruprecht & Co., LLC Debra Gunther Holley and Stephen Harold Holley | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO (Gift) | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. Citizens; Utah limited liability company | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 6,116 (1) 7,172 (2) | |
| 8. | Shared Voting Power 336,732 (3) | ||
| 9. | Sole Dispositive Power 6,116 (1) 7,172 (2) | ||
| 10. | Shared Dispositive Power 336,732 (3) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 350,020 shares (1)(2)(3) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (4) | ||
| 13. | Percent of Class Represented by Amount in Row (11) 1.8% | ||
| 14. | Type of Reporting Person (See Instructions) IN; IN; OO (limited liability company) | ||
| (1) | Shares held by Debra Gunther Holley, who has sole voting and dispositive power over such shares. |
| (2) | Shares held by Stephen H. Holley, who has sole voting and dispositive power over such shares. |
| (3) | Shares held by Ruprecht & Co., LLC, a Utah limited liability company. The member-managers are Stephen H. Holley and Debra Gunther Holley, who share voting and dispositive power. |
| (4) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 31 |
| 1. | Names of Reporting Persons. The Newbold Family Trust Jace Tyler Newbold and Rebecca Holley Newbold | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO - Gift | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Utah trust | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 70,368 (1) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 70,368 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 70,368 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) OO (trust) | ||
* Less than one percent.
| (1) | The trustees of this Reporting Person are Jace Tyler Newbold and Rebecca Holley Newbold, who have shared voting and dispositive power. |
| (2) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 32 |
| 1. | Names of Reporting Persons. Stephen Mark Holley | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 39,712 (1) | |
| 8. | Shared Voting Power 0 | ||
| 9. | Sole Dispositive Power 39,712 (1) | ||
| 10. | Shared Dispositive Power 0 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,712 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (1) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Amount indicated is less than one percent.
| (1) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 33 |
| 1. | Names of Reporting Persons. Benjamin Holley and Andrea Holley | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 96,932 (1) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 96,932 (1) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 96,932 shares | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2) | ||
| 13. | Percent of Class Represented by Amount in Row (11) * | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
* Less than one percent.
| (1) | Shares owned jointly by Benjamin and Andrea Holley, who share voting and dispositive power. |
| (2) | As a result of the Shareholder Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 5,851,540 shares of common stock deemed beneficially owned pursuant to Rule 13d-3. The Reporting Person disclaims all such beneficial ownership except as to the shares reported on Row 11. |
| 34 |
SCHEDULE 13D
Explanatory Note: This Amendment No. 2 (“Amendment”) to the beneficial ownership report on Schedule 13D filed on June 10, 2020 (“Schedule 13D”) amends and supplements certain information set forth in the Schedule 13D. The Schedule 13D has previously been amended by Amendment No. 1 thereto, filed on July 22, 2020, and references herein to the Schedule 13D describe the initial filing as so amended. The Schedule 13D relates to shares of common stock of Altabancorp, a Utah corporation and a registered bank holding company, beneficially owned by the reporting persons identified in the Schedule 13D, as amended hereby. Except as set forth herein, this Amendment does not modify any information previously set forth in the Schedule 13D. Capitalized terms used herein and not defined have the meanings assigned thereto in the Schedule 13D.
Item 2. Identity and Background
| (a) | This Statement is being filed pursuant to Rule 13d-1 under the Act, by the following persons (collectively, the “Reporting Persons” and each individually a “Reporting Person”): |
| 1. | Dale O. Gunther, an individual |
| 2. | DRG Partners, LLC, a Utah limited liability company |
| 3. | The Raspberry Trust, a Utah trust |
| 4. | The Gunther Legacy Trust, a Utah trust |
| 5. | Russell Gunther, an individual |
| 6. | Jacob Gunther, an individual |
| 7. | Hudson Gunther, an individual |
| 8. | Kimball Gunther, an individual |
| 9. | The Mary G. Miller Revocable Trust, a Utah trust |
| 10. | Derek Gunther Miller, an individual |
| 11. | The Brett and Susan Christiansen Family Trust, a Utah trust |
| 12. | Christopher Brett Christiansen, an individual |
| 13. | Bruce O. Gunther, an individual |
| 14. | Julie Marie Rockwell, an individual |
| 15. | Ruth Ann Gunther Thompson, an individual |
| 16. | The Paul Gunther Family LLC, a Utah limited liability company |
| 17. | The [Paul and Lynda] Gunther Family Trust, a Utah trust |
| 18. | Janelle Gunther, an individual |
| 19. | Jordan Gunther, an individual |
| 20. | Jenessa Gunther, an individual |
| 21. | Jilenne Gunther, an individual |
| 22. | Justus Robert Gunther, an individual |
| 23. | Jesse Omega Gunther, an individual |
| 24. | Jansen Orville Gunther, an individual |
| 25. | Julia Kelsey Gunther, an individual |
| 26. | The Paul and Miriam Thomas Family LLC, an Arizona limited liability company |
| 27. | HETS LLC, an Arizona limited liability company |
| 28. | Blaine Gunther Investments, L.C., a Utah limited liability company |
| 29. | The Blaine C. Gunther Trust, a Utah trust |
| 30. | The John W. Howard II and Kristin G. Howard Trust, a Utah trust |
| 31. | The Living Trust of Jonathan Blaine Gunther and Lisa Petersen, a Utah trust |
| 32. | Anne Marie Gunther, an individual |
| 33. | Gunther Holding Company LLC, a Utah limited liability company |
| 34. | The Gunther Family Trust, a Utah trust |
| 35. | Ruprecht & Co., LLC, a Utah limited liability company |
| 36. | Debra Gunther Holley, an individual |
| 37. | Stephen Harold Holley, and individual |
| 38. | The Newbold Family Trust, a Utah trust |
| 39. | Stephen Mark Holley, an individual |
| 40. | Benjamin Holley, an individual |
| 41. | Andrea Holley, an individual |
| 35 |
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended in its entirety to read as follows.
On January 13, 2021, Dale O. Gunther and Blaine C. Gunther, in their capacity as the designated representatives of the collective Reporting Persons, sent to the Board a letter in the form of Exhibit 99.2. Such letter is incorporated in its entirety by reference herein. The stated purpose of such letter was to communicate to the Board certain matters of concern to the Reporting Persons, including expressions of concern regarding the effect of recent management decisions on the employees and customers of the Issuer’s wholly owned subsidiary, Altabank, and recommendations that the Board conduct an objective evaluation of the strategic alternatives available to maximize the value of the Issuer to shareholders and other stakeholders. The full text of such letter is filed as Exhibit 99.2 hereto and is incorporated by reference herein.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Subject to the Shareholder Agreement, the Reporting Persons may from time to time communicate, directly and indirectly, with the Board, members of management, other shareholders and third parties, including advisors and prospective acquirors, regarding operational, strategic, financial and governance matters relating to the Issuer, or to otherwise work or propose to work with management, the Board, other shareholders, and potentially third parties, in each case with a view to maximizing shareholder value. In connection therewith, and subject to and in compliance with Regulation 14A of the Securities Exchange Act of 1934, as amended, the Reporting Persons may communicate with one or more of the foregoing parties with respect to the composition of the board of directors of the Issuer and/or with respect to the Issuer’s charter, bylaws or instruments corresponding thereto, or regarding instruments or actions that may impede the acquisition of control of the Issuer by any person.
Except as otherwise described in this Amendment, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment and the Reporting Persons’ legacy of investment in and support for the Issuer’s customers and employees, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the Board of directors of the Issuer, other shareholders of the Issuer, or other third parties regarding such matters.
The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open markets, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
Items 5(a) and 5(b) of the Schedule 13D are amended to read in their entirety as follows.
(a) and (b) The Reporting Persons currently hold, in the aggregate, approximately 5,851,540 shares or 31.1% of the outstanding common stock and combined voting power of the Issuer’s common stock, based on 18,803,418 issued and outstanding shares of common stock of the Issuer as of October 30, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020, for the quarter ended September 30, 2020.
The aggregate number of shares and percentage of common stock outstanding beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of common stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on Rows 7 through 11 and Row 13 of the cover pages of this Statement and are incorporated herein by reference and summarized in the following table.
| 36 |
As a result of the Shareholder Agreement, the Reporting Persons may be deemed to possess shared voting power over, and therefore beneficially own for purposes of Rule 13d-3, up to an aggregate of 5,851,540 shares of common stock that are beneficially owned collectively by the parties to the Shareholder Agreement corresponding to each Reporting Person as set forth above in this Statement. All such shares that may be deemed to be beneficially owned by the Reporting Persons constitute approximately 31.1% of the issued and outstanding common stock as of January 12, 2021.
However, except as indicated in this Item 5 (a) and as discussed below, the Reporting Persons hereby disclaim beneficial ownership of all such shares of common stock that are the subject of the Shareholder Agreement, and this Statement shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any such shares that are the subject of the Shareholder Agreement and covered by this Statement, except for the shares reported by such Reporting Persons on the respective cover pages to this Statement. Without limiting the generality of the foregoing, readers should note that the Shareholder Agreement provides that each party thereto retains the ability to vote or to direct the voting of, and the ability to dispose or to direct the disposition of, the equity securities owned by such party.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of common stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of all securities of the Issuer except to the extent of their several pecuniary interests therein. The filing of this statement does not constitute an admission that any Reporting Person is a member of a “group” for the purposes of Sections 13(d) of the Exchange Act.
The following table summarizes the beneficial ownership of the Issuer’s common stock by the Reporting Persons. For additional detail regarding sole voting and dispositive power, and shared voting and dispositive power of the shares beneficially owned by each Reporting Person listed below, see the cover pages to this Statement, which are incorporated into this Item 5 by reference.
| 37 |
| Reporting Person | Number of Common | Percentage of Common Stock Outstanding (1) | |||||
| Dale O. Gunther (2) | 1,279,717 | 6.8 | % | ||||
| The Gunther Legacy Trust | 445,984 | 2.4 | % | ||||
| Russell Gunther | 70,724 | * | % | ||||
| Jacob Gunther | 9,871 | * | % | ||||
| Hudson Gunther | 4,287 | * | % | ||||
| Kimball Gunther | 10,615 | * | % | ||||
| The Mary G. Miller Revocable Trust | 30,000 | * | % | ||||
| Derek Gunther Miller | 14,800 | * | % | ||||
| The Brett and Susan Christiansen Family Trust | 64,484 | * | % | ||||
| Christopher Brett Christiansen | 8,373 | * | % | ||||
| Bruce O. Gunther | 313 | * | % | ||||
| Julie Marie Rockwell | 50,000 | * | % | ||||
| Ruth Ann Gunther Thompson | 52,140 | * | % | ||||
| The Paul Gunther Family LLC (4) | 818,891 | 4.4 | % | ||||
| The [Paul and Lynda] Gunther Family Trust | 986 | * | |||||
| Janelle Gunther | 52,140 | * | |||||
| Jordan Gunther | 52,140 | * | % | ||||
| Jenessa Gunther | 52,140 | * | % | ||||
| Jilenne Gunther | 52,140 | * | % | ||||
| Justus Robert Gunther | 52,140 | * | % | ||||
| Jesse Omega Gunther | 52,140 | * | % | ||||
| Jansen Orville Gunther | 45,522 | * | % | ||||
| Julia Kelsey Gunther | 52,478 | * | % | ||||
| The Paul and Miriam Thomas Family LLC | 422,704 | 2.3 | % | ||||
| HETS LLC | 43,060 | * | % | ||||
| Blaine Gunther Investments, LC (3) | 719,500 | 3.8% | |||||
| Blaine C. Gunther Trust (3) | 78,365 | * | % | ||||
| Howard Family Trust U/A Jan. 3, 2002 (5) | 87,596 | * | % | ||||
| The Living Trust of Jonathan Blaine Gunther and Lisa Petersen Gunther (6) | 60,740 | * | % | ||||
| Anne Marie Gunther (7) | 91,320 | * | % | ||||
| Gunther Holding Company L.C. | 479,899 | 2.6 | % | ||||
| The [Dean and Deana] Gunther Family Trust | 4,047 | * | % | ||||
| Ruprecht & Co LLC | 336,732 | 1.8 | % | ||||
| Debra Gunther Holley (9) | 6,116 | * | % | ||||
| The Newbold Family Trust | 70,368 | * | % | ||||
| Stephen Mark Holley | 39,712 | * | % | ||||
| Stephen Harold Holley | 7,172 | * | % | ||||
| Benjamin Holley and Andrea Holley | 96,932 | * | % | ||||
| TOTAL (10) | 5,851,540 | 31.1 | % | ||||
(*) indicates less than one percent.
| (1) | Duplicate share amounts omitted from Total. Percentages rounded to the nearest 1/10th of one percent. |
| 38 |
| (2) | Amount includes (a) 109,305 shares of common stock owned of record by Dale O. Gunther; (b) 531,696 shares of common stock owned of record by DRG Partners, LLC, a Utah limited liability company; and (c) 638,716 shares of common stock owned of record by The Raspberry Trust, a Utah trust. Dale O. Gunther has sole voting and dispositive power of all shares indicated. As a Designated Representative under the Shareholder Agreement, Dale O. Gunther may be deemed to have shared voting power over 5,851,540 shares of common stock to the extent directed by the beneficial owners of such shares pursuant to the terms of the agreement. He disclaims any pecuniary or dispositive interest over any of such shares except for the shares indicated on Rows 7 through 11 of his cover sheet to this Statement. |
| (3) | Amount includes (a) 719,500 shares owned of record by Blaine Gunther Investments, L.C., a Utah limited liability company, managed by its members, Blaine C. Gunther, Linda Gunther, Anne Marie Gunther, Kristin G. Howard, and Jonathan Blaine Gunther (see notes (5), (6), (7) and (8), below), who share voting and dispositive power of these shares; (b) 78,365 shares owned of record by The Blaine C. Gunther Trust, trustees Blaine C. Gunther and Linda Gunther share voting and dispositive power. As a Designated Representative under the Shareholder Agreement, Blaine C. Gunther may be deemed to have shared voting power over 5,851,540 shares of common stock to the extent directed by the beneficial owners of such shares pursuant to the terms of the agreement. He disclaims any pecuniary or dispositive interest over any of such shares except for the shares indicated on Rows 7 through 11 of his cover sheet to this Statement. |
| (4) | A Utah limited liability company. The managers are Lynda C. Gunther and Paul Gunther. Julia Kelsey Gunther exercises voting and dispositive power over shares owned thereby. Paul Gunther is a member of the Issuer’s Board. The amount indicated does not include 967 restricted shares of common stock issued to Paul Gunther vesting on December 31, 2021, granted to him pursuant to Issuer’s equity compensation plans as director compensation. |
| (5) | (a) Amount includes 87,596 shares of common stock are owned of record by the John W. Howard II and Kristin G. Howard Trust FBO Howard Family Trust U/A Jan. 3, 2002, a Utah trust, with voting and dispositive power shared by the trustees, John W. Howard II and Kristin G. Howard. (b) Amount does not include duplication of the entry of 719,500 shares of common stock owned of record by Blaine Gunther Investments, L.C. (see note (3), above), of which Mrs. Howard is a member-manager and shares voting and dispositive power. Mrs. Howard disclaims beneficial ownership in the shares owned of record by Blaine Gunther Investments, L.C. except for any indirect beneficial ownership that may be attributable to her equity ownership in that entity. |
| (6) | (a) Amount includes (i) 1,832 shares of common stock held by Jonathan Blaine Gunther and (ii) 58,908 shares held of record by The Living Trust of Jonathan Blaine Gunther and Lisa Petersen Gunther, a Utah trust; trustees Jonathan Blaine Gunther and Lisa Petersen Gunther share voting and dispositive power. (b) Amount does not include duplication of the entry of 719,500 shares of common stock owned of record by Blaine Gunther Investments, L.C. (see note (3), above), of which Mr. Gunther is a member-manager and shares voting and dispositive power. Mr. Gunther disclaims beneficial ownership in the shares owned of record by Blaine Gunther Investments, L.C. except for any indirect beneficial ownership that may be attributable to his equity ownership in that entity. (c) Mr. Gunther is also a member of the Issuer’s Board. Amount does not include shares issuable under options currently held by Mr. Gunther previously granted to him as compensation under Issuer’s equity compensation plans for his service as a director of the Issuer as follows: 4,373 shares presently exercisable at $26.80 per share until 2022, 3,491 shares presently exercisable at $35.70 per share until 2023; and 967 restricted stock units which vest on December 31, 2021. |
| (7) | (a) Amount includes 91,320 shares of common stock owned of record by Anne Marie Gunther. (b) Amount does not include duplication of the entry of 719,500 shares of common stock owned of record by Blaine Gunther Investments, L.C. (see note (3), above), of which Ms. Gunther is a member-manager and shares voting and dispositive power. Ms. Gunther disclaims beneficial ownership in the shares owned of record by Blaine Gunther Investments, L.C. except for any indirect beneficial ownership that may be attributable to her equity ownership in that entity. |
| 39 |
| (8) | Excludes 719,500 shares of common stock owned of record by Blaine Gunther Investments, L.C. (see note (3), above), of which Mr. Gunther is a member-manager and shares voting and dispositive power. Mr. Gunther disclaims beneficial ownership in the shares owned of record by Blaine Gunther Investments, L.C. except for any indirect beneficial ownership that may be attributable to his equity ownership in that entity. |
| (9) | (a) Shares owned of record by Debra G. Holley who has sole voting and dispositive power. (b) Amount does not include duplicative entry of 336,732 shares of common stock owned of record by Ruprecht & Co., LLC, a Utah limited liability company, in the chart above, voting and dispositive power of which is shared by Debra G. Holley and Stephen H. Holley. |
| (10) | Duplicative entries omitted from totals. |
(c) To the knowledge of the Reporting Persons, except as set forth in the following table, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Item 5(a).
| Date | Reporting Person | Shares Acquired | Shares Disposed Of |
| 11/16/20 | HETS LLC | 500 | |
| 11/23/20 | HETS LLC | 500 | |
| 12/7/20 | The Newbold Family Trust | 4,300 | |
| 12/8/20 | The New bold Family Trust | 1,200 | |
| 12/9/20 | The Brett & Susan Christiansen Family Trust | 2,088 | |
| 12/10/20 | The Newbold Family Trust | 1,038 | |
| 12/11/20 | HETS LLC | 500 | |
| 12/11/20 | HETS LLC | 500 | |
| 12/15/20 | HETS LLC | 500 | |
| 12/16/20 | HETS LLC | 500 | |
| 12/21/20 | The Living Trust of Jonathan Blaine Gunther and Lisa Peterson Gunther | 5,000 | |
| 12/21/20 | Anne Marie Gunther | 631 | |
| 12/22/20 | Blaine Gunther Investments, LC | 500 |
| 40 |
| 12/28/20 | Julie Marie Rockwell | 1,050 | |
| 12/30/20 | The Brett & Susan Christiansen Family Trust | 2,173 | |
| 12/30/20 | The Brett & Susan Christiansen Family Trust | 27 | |
| 12/30/20 | Kimball Gunther | 315 | |
| 12/31/20 | Jonathan Blaine Gunther | 986 | |
| 12/31/20 | Paul Gunther | 986 | |
| 1/1/21 | Jonathan Blaine Gunther | 967 (Restricted Stock Units) | |
| 1/1/21 | Paul Gunther | 967 (Restricted Stock Units) | |
| 1/5/21 | Paul Gunther | 986 | |
| 1/5/21 | The [Paul and Lynda] Gunther Family Trust | 986 | |
| 1/12/21 | HETS LLC | 500 |
(d) Other than described above, no other person is known to have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
| Exhibit | Description | |||
| 99.1 | Shareholder Agreement (including agreement regarding joint filing in accordance with Exchange Act Rule 13d-1(k)(1))* | |||
| 99.2 | Letter to Board of Directors of the Issuer dated January 13, 2021† | |||
| 24.1 | Form of Power of Attorney* | |||
| * | Previously Filed. | |||
| † | Filed Herewith. | |||
| 41 |
SIGNATURES
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: June 11, 2020
| DALE O. GUNTHER | |||
| /s/ Dale O. Gunther | |||
| Dale O. Gunther | |||
| DRG PARTNERS, LLC | |||
| /s/ Dale O. Gunther | |||
| Name: | Dale O. Gunther | ||
| Title: | Manager | ||
| THE RASPBERRY TRUST | |||
| /s/ Matthew O. Cleary | |||
| Name: | Matthew O. Cleary | ||
| Title: | Trustee | ||
| 42 |
| GUNTHER LEGACY TRUST | |||
| /s/ Chantel Gunther | |||
| Name: | Chantel Gunther | ||
| Title: | Trustee | ||
| /s/ W. Bruce Miller | |||
| Name: | W. Bruce Miller | ||
| Title: | Trustee | ||
| /s/ Brett D. Christiansen | |||
| Name: | Brett D. Christiansen | ||
| Title: | Trustee | ||
| /s/ Holli Gunther | |||
| Name: | Holli Gunther | ||
| Title: | Trustee | ||
| /s/ Christina Gunther | |||
| Name: | Christina Gunther | ||
| Title: | Trustee | ||
| /s/ Orrin Porter Rockwell | |||
| Name: | Orrin Porter Rockwell | ||
| Title: | Trustee | ||
| /s/ Ryan Thompson | |||
| Name: | Ryan Thompson | ||
| Title: | Trustee | ||
| RUSSEL GUNTHER | |||
| /s/ Russel Gunther | |||
| Russel Gunther | |||
| JACOB GUNTHER | |||
| /s/ Jacob Gunther | |||
| Jacob Gunther | |||
| HUDSON GUNTHER | |||
| /s/ Hudson Gunther | |||
| Hudson Gunther | |||
| KIMBALL GUNTHER | |||
| /s/ Kimball Gunther | |||
| Kimball Gunther | |||
| 43 |
| THE MARY G. MILLER REVOCABLE TRUST | |||
| /s/ Mary G. Miller | |||
| Name: | Mary G. Miller | ||
| Title: | Trustee | ||
| /s/ W. Bruce Miller | |||
| Name: | W. Bruce Miller | ||
| Title: | Trustee | ||
| DEREK GUNTHER MILLER | |||
| /s/ Derek Gunther Miller | |||
| Derek Gunther Miller | |||
| THE BRETT AND SUSAN CHRISTIANSEN FAMILY TRUST | |||
| /s/ Brett David Christiansen | |||
| Name: Brett David Christiansen | |||
| Title: | Trustee | ||
| /s/ Susan Gunther Christiansen | |||
| Name: | Susan Gunther Christiansen | ||
| Title: | Trustee | ||
| CHRISTOPHER BRETT CHRISTIANSEN | |||
| /s/ Christopher Brett Christiansen | |||
| Christopher Brett Christiansen | |||
| BRUCE O. GUNTHER | |||
| /s/ Bruce O. Gunther | |||
| Bruce O. Gunther | |||
| JULIE MARIE ROCKWELL | |||
| /s/ Julie Marie Rockwell | |||
| Julie Marie Rockwell | |||
| RUTH ANN GUNTHER THOMPSON | |||
| /s/ Ruth Ann Gunther Thompson | |||
| Ruth Ann Gunther Thompson | |||
| 44 |
| THE PAUL GUNTHER FAMILY LLC | |||
| /s/ Julia Gunther | |||
| Name: | Julia Gunther | ||
| Title: | Attorney in Fact | ||
THE GUNTHER FAMILY TRUST | |||
| /s/ Paul Gunther | |||
| Name: | Paul Gunther | ||
| Title: | Trustee | ||
| /s/ Lynda C. Gunther | |||
| Name: | Lynda C. Gunther | ||
| Title: | Trustee | ||
| JANELLE GUNTHER | |||
| /s/ Janelle Gunther | |||
| Janelle Gunther | |||
| JORDAN GUNTHER | |||
| /s/ Jordan Gunther | |||
| Jordan Gunther | |||
| JENESSA GUNTHER | |||
| /s/ Jenessa Gunther | |||
| Jenessa Gunther | |||
| JILENNE GUNTHER | |||
| /s/ Jilenne Gunther | |||
| Jilenne Gunther | |||
| JUSTUS ROBERT GUNTHER | |||
| /s/ Justus Robert Gunther | |||
| Justus Robert Gunther | |||
| JESSE OMEGA GUNTHER | |||
| /s/ Jesse Omega Gunther | |||
| Jesse Omega Gunther | |||
| 45 |
| JANSEN ORVILLE GUNTHER | |||
| /s/ Jansen Orville Gunther | |||
| Jansen Orville Gunther | |||
| JULIA KELSEY GUNTHER | |||
| /s/ Julia Kelsey Gunther | |||
| Julia Kelsey Gunther | |||
| THE PAUL AND MIRIAM THOMAS FAMILY LLC | |||
| /s/ Paul Y. Thomas | |||
| Name: | Paul Y. Thomas | ||
| Title: | Managing Member | ||
| /s/ Miriam G. Thomas | |||
| Name: | Miriam G. Thomas | ||
| Title: | Managing Member | ||
| HETS, LLC | |||
| /s/ Eric Neal Sabourin | |||
| Name: | Eric Neal Sabourin | ||
| Title: | Manager | ||
| /s/ Heather Thomas-Sabourin | |||
| Name: | Heather Thomas-Sabourin | ||
| Title: | Manager | ||
| 46 |
| BLAINE GUNTHER INVESTMENTS, L.C. | |||
| /s/ Blaine C. Gunther | |||
| Name: | Blaine C. Gunther | ||
| Title: | Member | ||
| /s/ Linda Gunther | |||
| Name: | Linda Gunther | ||
| Title: | Member | ||
| /s/ Kristin Gunther Howard | |||
| Name: | Kristin Gunther Howard | ||
| Title: | Member | ||
| /s/ Jonathan Blaine Gunther | |||
| Name: | Jonathan Blain Gunther | ||
| Title: | Member | ||
| /s/ Anne Marie Gunther | |||
| Name: | Anne Marie Gunther | ||
| Title: | Member | ||
| THE JOHN W. HOWARD II AND KRISTIN G. HOWARD TRUST FBO HOWARD FAMILY TRUST U/A JAN. 3, 2002 | |||
| /s/ John W. Howard II | |||
| Name: | John W. Howard II | ||
| Title: | Trustee | ||
| /s/ Kristin G. Howard | |||
| Name: | Kristin G. Howard | ||
| Title: | Trustee | ||
| JONATHAN BLAINE GUNTHER | |||
| /s/ Jonathan Blaine Gunther | |||
| Jonathan Blaine Gunther | |||
| THE LIVING TRUST OF JONATHAN BLAINE GUNTHER AND LISA PETERSEN GUNTHER | |||
| /s/ Jonathan Blaine Gunther | |||
| Name: | Jonathan Blaine Gunther | ||
| Title: | Trustee | ||
| /s/ Lisa Petersen Gunther | |||
| Name: | Lisa Petersen Gunther | ||
| Title: | Trustee | ||
| 47 |
| ANNE MARIE GUNTHER | |||
| /s/ Anne Marie Gunther | |||
| Anne Marie Gunther | |||
| GUNTHER HOLDING COMPANY L.C. | |||
| /s/ Dean Gunther | |||
| Name: | Dean Gunther | ||
| Title: | Manager | ||
| THE GUNTHER FAMILY TRUST | |||
| /s/ Dean Gunther | |||
| Name: | Dean Gunther | ||
| Title: | Trustee | ||
| /s/ Deana Gunther | |||
| Name: | Deana Gunther | ||
| Title: | Trustee | ||
| DEBRA GUNTHER HOLLEY | |||
| /s/ Debra Gunther Holley | |||
| Debra Gunther Holley | |||
| STEPHEN H. HOLLEY | |||
| /s/ Stephen H. Holley | |||
| Stephen H. Holley | |||
| RUPRECHT & CO., L.L.C. | |||
| /s/ Stephen H. Holley | |||
| Name: | Stephen H. Holley | ||
| Title: | Member-Manager | ||
| /s/ Debra Gunther Holley | |||
| Name: | Debra Gunther Holley | ||
| Title: | Member-Manager | ||
| 48 |
| THE NEWBOLD FAMILY TRUST | |||
| /s/ Jace Tyler Newbold | |||
| Name: | Jace Tyler Newbold | ||
| Title: | Trustee | ||
| /s/ Rebecca Holley Newbold | |||
| Name: | Rebecca Holley Newbold | ||
| Title: | Trustee | ||
| STEPHEN MARK HOLLEY | |||
| /s/ Stephen Mark Holley | |||
| Stephen Mark Holley | |||
| BENJAMIN HOLLEY | |||
| /s/ Benjamin Holley | |||
| Benjamin Holley | |||
| ANDREA HOLLEY | |||
| /s/ Andrea Holley | |||
| Andrea Holley | |||
49