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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADAMS FRED R JR P.O. BOX 2960 JACKSON, MS 39207 |
X | |||
Adams Jean Morris P.O. BOX 2960 JACKSON, MS 39207 |
X |
Robert L. Holladay, Jr., on behalf of Jean Morris Adams and Adolphus B. Baker as Co-Conservators of Fred R. Adams, Jr., pursuant to a power of attorney | 08/24/2018 | |
**Signature of Reporting Person | Date | |
Robert L. Holladay, Jr., on behalf of Jean Morris Adams, pursuant to a power of attorney | 08/24/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents a tax free exchange of shares in conjunction with estate planning. |
(2) | Mr. Adams disclaims beneficial ownership of all securities held by his wife, Jean Reed Adams, directly or indirectly, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose. |
(3) | Represents Mr. Adams' transfer of securities of the Issuer to a revocable trust for his benefit, which securities were then transferred to a family-owned limited liability company. |
(4) | Represents Mr. Adams' transfer of securities of the Issuer to a revocable trust for his benefit. Mrs. Adams is co-trustee of the trust. |
(5) | Represents current allocation under KSOP. |
Remarks: As previously described in the Issuer's Proxy Statement filed with the SEC on June 25, 2018 related to its special meeting of stockholders held on July 20, 2018 (the "Special Meeting"), the Reporting Persons and certain family members entered into an Amended and Restated Memorandum of Understanding and certain other agreements relating to transactions in the Issuer's securities (the "Transactions") designed to facilitate estate planning for Mr. Adams, the Issuer's founder and Chairman Emeritus. This Form 4 reflects the impact of the Transactions on the Reporting Persons' beneficial ownership of the Issuer's securities, which Transactions were consummated effective August 14, 2018 following the approval of charter amendments by the Issuer's stockholders at the Special Meeting. |