Statement of Ownership (sc 13g)
23 Oktober 2019 - 6:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No.: __)*
PagerDuty,
Inc.
(Name of Issuer)
Common Stock, $0.000005
(Title of Class of Securities)
69553P 100
(CUSIP
Number)
April 11, 2019
(Date of Event which Requires Filing of Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required 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).
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1
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NAMES OF
REPORTING PERSONS:
A. Miklas Revocable Trust created U/D/T dated August 8,
2016
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,052,982
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
3,052,982
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,052,982
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.0%1
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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1
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The percentage of Common Stock (as hereinafter defined) beneficially owned is based on 76,285,543 shares
outstanding as of August 30, 2019.
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Page 2 of 10
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1
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NAMES OF
REPORTING PERSONS:
Andrew G. Miklas, as Trustee of the A. Miklas Revocable Trust
created U/D/T dated August 8, 2016
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,052,982
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
3,052,982
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,052,982
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.0%2
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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2
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The percentage of Common Stock (as hereinafter defined) beneficially owned is based on 76,285,543 shares
outstanding as of August 30, 2019.
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Page 3 of 10
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1
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NAMES OF
REPORTING PERSONS:
AM GRAT dated January 16, 2019
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,503,707
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,503,707
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,503,707
|
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.97%3
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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3
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The percentage of Common Stock (as hereinafter defined) beneficially owned is based on 76,285,543 shares
outstanding as of August 30, 2019.
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Page 4 of 10
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1
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NAMES OF
REPORTING PERSONS:
Andrew G. Miklas, as Trustee of the AM GRAT dated
January 16, 2019
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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|
SOLE VOTING POWER
1,503,707
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,503,707
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,503,707
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.97%4
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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4
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The percentage of Common Stock (as hereinafter defined) beneficially owned is based on 76,285,543 shares
outstanding as of August 30, 2019.
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Page 5 of 10
(a) Name of Issuer:
PagerDuty, Inc.
(b) Address
of Issuer’s Principal Executive Offices:
600 Townsend St., Suite 200
San Francisco, CA 94103
(a) Name of Persons Filing:
A. Miklas Revocable Trust created U/D/T dated August 8, 2016
AM GRAT dated January 16, 2019
Andrew G. Miklas
(b) Address
of Principal Business Office or, if none, Residence:
c/o PagerDuty, Inc.,
600 Townsend St., Suite 200
San Francisco, CA 94103
(c)
Citizenship:
A. Miklas Revocable Trust created U/D/T dated August 8, 2016 and AM GRAT dated January 16, 2019 are trusts
formed under the laws of the State of California.
Andrew G. Miklas is a citizen of Canada and a permanent resident of the United States.
(d) Title of Class of Securities:
This Schedule 13G report relates to the Common Stock, par value $0.000005 per share (the “Common Stock”), of PagerDuty, Inc.
(e) CUSIP Number: 69553P 100
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
Page 6 of 10
Unless otherwise noted, the following information is as of August 30, 2019:
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(a)
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Amount beneficially owned:
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A. Miklas Revocable Trust created U/D/T dated August 8, 2016:
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3,052,982
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AM GRAT dated January 16, 2019:
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1,503,707
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Andrew G. Miklas
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4,556,689
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A. Miklas Revocable Trust created U/D/T dated August 8, 2016:
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4.0
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%
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AM GRAT dated January 16, 2019:
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1.97
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%
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Andrew G. Miklas
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5.97
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%
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(c)
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Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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A. Miklas Revocable Trust created U/D/T dated August 8, 2016:
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3,052,982
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AM GRAT dated January 16, 2019:
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1,503,707
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Andrew G. Miklas
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4,556,689
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(ii) Shared power to vote or to direct the vote:
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A. Miklas Revocable Trust created U/D/T dated August 8, 2016:
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0
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AM GRAT dated January 16, 2019:
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0
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Andrew G. Miklas
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0
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5
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The percentage of Common Stock (as hereinafter defined) beneficially owned is based on 76,285,543 shares
outstanding as of August 30, 2019.
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Page 7 of 10
(iii) Sole power to dispose or to direct the disposition of:
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A. Miklas Revocable Trust created U/D/T dated August 8, 2016:
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3,052,982
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AM GRAT dated January 16, 2019:
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1,503,707
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Andrew G. Miklas
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4,556,689
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(iv) Shared power to dispose or to direct the disposition of:
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A. Miklas Revocable Trust created U/D/T dated August 8, 2016:
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0
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AM GRAT dated January 16, 2019:
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0
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Andrew G. Miklas
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0
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The 4,556,689 shares beneficially owned by Andrew G. Miklas consist solely of the 3,052,982 shares held by the
A. Miklas Revocable Trust created U/D/T dated August 8, 2016 and the 1,503,707 shares held by AM GRAT dated January 16, 2019. Andrew G. Miklas is the trustee of the A. Miklas Revocable Trust created U/D/T dated August 8, 2016 and AM
GRAT dated January 16, 2019.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. ☐
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Page 8 of 10
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
Not applicable.
Page 9 of 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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A. Miklas Revocable Trust created U/D/T dated August 8, 2016
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Dated: October 10, 2019
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/s/ Andrew G. Miklas
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By: Andrew G. Miklas, Trustee
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AM GRAT dated January 16, 2019
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Dated: October 10, 2019
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/s/ Andrew G. Miklas
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By: Andrew G. Miklas, Trustee
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Dated: October 10, 2019
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/s/ Andrew G. Miklas
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By: Andrew G. Miklas
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Page 10 of 10
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