1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Estate of James J. Cotter, Sr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒(1)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Nevada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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427,808
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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427,808 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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427,808 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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25.4% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO - Estate
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(1)
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The Estate of James J. Cotter, Sr. (the “Estate”), Ms. Margaret Cotter and Ms. Ellen Cotter are members of a group for purposes of this Schedule 13D/A. The James J. Cotter Living Trust (the “Living Trust”) is
also a member of the group with the Estate, Margaret Cotter and Ellen Cotter. The Living Trust has separately filed a report on Schedule 13D/A on the date hereof.
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(2)
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Based upon 1,680,590 shares of Class B voting common stock, $0.01 par value per share (the “Voting Stock”), outstanding as of May 9, 2022, reported on the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 10, 2022.
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Margaret Cotter
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒(1)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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35,100
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8
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SHARED VOTING POWER
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1,123,888 (3)
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9
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SOLE DISPOSITIVE POWER
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35,100 |
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10
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SHARED DISPOSITIVE POWER
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1,123,888 (3)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,158,988 (3)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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68.9% (2)(3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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(1)
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The Estate, Margaret Cotter and Ellen Cotter are members of a group for purposes of this Schedule 13D/A. The Living Trust is also a member of the group with the Estate, Margaret Cotter and Ellen Cotter. The
Living Trust has separately filed a report on Schedule 13D/A on the date hereof.
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(2)
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Based upon 1,680,590 shares of Voting Stock outstanding as of May 9, 2022, reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2022.
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(3)
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Includes 427,808 shares of Voting Stock beneficially owned by the Estate and 696,080 shares of Voting Stock beneficially owned by the Living Trust. See Item 5.
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ellen Cotter
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒(1)
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(b)
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☐
|
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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50,000
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8
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SHARED VOTING POWER
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1,123,888 (3)
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9
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SOLE DISPOSITIVE POWER
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50,000 |
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10
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SHARED DISPOSITIVE POWER
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1,123,888 (3) |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,173,888 (3)
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
|
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||||
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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69.0% (2)(3)
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14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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(1)
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The Estate, Margaret Cotter and Ellen Cotter are members of a group for purposes of this Schedule 13D/A. The Living Trust is also a member of the group with the Estate, Margaret Cotter and Ellen Cotter. The
Living Trust has separately filed a report on Schedule 13D/A on the date hereof.
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(2)
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Based upon 1,680,590 shares of Voting Stock outstanding as of May 9, 2022, reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2022.
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(3)
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Includes 427,808 shares of Voting Stock beneficially owned by the Estate and 696,080 shares of Voting Stock beneficially owned by the Living Trust. See Item 5.
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ITEM 1. |
SECURITY AND ISSUER
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ITEM 2. |
IDENTITY AND BACKGROUND
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ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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ITEM 4. |
PURPOSE OF TRANSACTION
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ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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ITEM 7. |
MATERIALS TO BE FILED AS EXHIBITS
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99.2
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Settlement Agreement (incorporated by reference to Exhibit 99.1 of Amendment No. 3 to the Schedule 13D of the Living Trust, filed with the Securities and Exchange Commission on July 13, 2022).
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ESTATE OF JAMES J. COTTER, SR.
|
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By:
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/s/ Ellen Cotter
|
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Name: Ellen Cotter
|
|||
Title: Co-Executor
|
|||
By:
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/s/ Margaret Cotter
|
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Name: Margaret Cotter
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|||
Title: Co-Executor
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|||
MARGARET COTTER
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|||
By:
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/s/ Margaret Cotter
|
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Name: Margaret Cotter
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ELLEN COTTER
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|||
By:
|
/s/ Ellen Cotter
|
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Name: Ellen Cotter
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