Page 26 of 32 – SEC Filing
Investment Trust is the holder of record of 450,000 shares of Common Stock, which represents 0.2% of the outstanding Common Stock. Collectively, the pension plans referenced in this paragraph
(the Pension Plan Holders) directly own 20,052,088 shares of Common Stock, which represents 10.5% of the outstanding Common Stock.
Mr. Buffett may be deemed to control Berkshire, which controls NICO. Thus, Mr. Buffett and Berkshire may be deemed to have
beneficial ownership of the Shares.
Mr. Weschler beneficially owns 2,383,180 shares of Common Stock, which represents 1.2% of the
outstanding Common Stock. Mr. Weschler disclaims beneficial ownership of all Insurance Company Shares and Pension Plan Shares.
All
calculations of percentage ownership in this Schedule are based on 191,200,237 shares of Common Stock estimated to be issued and outstanding as of June 30, 2017, as reported in the Quarterly Report on Form 10-Q for the Quarterly Period
ended June 30, 2017, which was filed by DVA with the SEC on August 1, 2017.
(b) The Insurance Company Holders have both voting
and investment power with respect to the Insurance Company Shares owned by them and the Pension Plan Holders have both voting and investment power with respect to the Pension Plan Shares owned by them. However, because NICO and GEICO Corp control
the Insurance Company Holders, NICO and GEICO Corp may be deemed to share voting and investment power with respect to the Insurance Company Shares. In addition, Berkshire directs the investments of NICO, GEICO Corp, and the Pension Plan Holders.
Thus, Mr. Buffett, who may be deemed to control Berkshire, and Berkshire share voting power and investment power with respect to the Shares.
Mr. Weschler has sole voting and investment power with respect to 2,239,806 of the Weschler Shares and shared dispositive (but not
investment) power with respect to 143,374 of the Weschler Shares.
(c) None of the Berkshire Reporting Persons or Mr. Buffett or, to
their knowledge, any executive officer or director of the Berkshire Entities, has engaged in any transaction in any shares of Common Stock during the sixty days immediately preceding the date hereof. Mr. Weschler has not engaged in any
transaction in any shares of Common Stock during the sixty days immediately preceding the date hereof.
(d); (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As previously reported on a Form 8-K filed May 7, 2013 by DVA, on May 7, 2013, DVA entered into a letter agreement (the
Standstill Agreement) with Berkshire, on behalf of itself and its affiliates (collectively, Investor) pursuant to which Investor agreed, subject to certain exceptions and to the termination provisions specified in the
Standstill Agreement, during any period during which Investor beneficially owns 15% or more of the then-outstanding Common Stock, not to acquire beneficial ownership of DVA exceeding 25% of DVAs then-outstanding Common Stock, and to certain
other provisions respecting stockholder proposals and meetings, mergers and other matters specified therein. In addition, under the Standstill Agreement, Investor agreed that from and after the first date that Mr. Buffett is no longer CEO of
Investor and Mr. Weschler is no longer an investment manager of Investor, Investor shall cause any shares of Common Stock beneficially owned by Investor in excess of 15% of the then-outstanding voting stock of DVA to vote or consent on any
matter in the same proportion as the votes or consents of shares of the voting stock of DVA voted or consented with respect to such matter (excluding shares with respect to which the votes were withheld, abstained or otherwise not cast) and not
beneficially owned by Investor.
As previously reported on a Form 3 filed May 24, 2013 by Mr. Weschler, Berkshire and
Mr. Weschler entered into the Letter Agreement with respect to Mr. Weschlers holdings of, and future transactions in, shares of Common Stock. Under the Letter Agreement, Mr. Weschler agreed that (i) he and Berkshire will
file as a group under Section 13 of the Exchange Act and (ii) for so long as Berkshire has holdings in securities of DVA, (1) he would not sell, on behalf of himself or on behalf of any member of his immediate family and
related entitles (including trusts of which he is trustee), or pursuant to a power of attorney or other trading authorization, any of the Common Stock owned as of the date of such letter, without Mr. Buffetts prior consent, and
(2) he would not purchase, on behalf of himself or on behalf of any member of his immediate family and related entitles (including trusts of which he is trustee), or pursuant to a power of attorney or other trading authorization, additional
shares of Common Stock or any other DVA security, without Mr. Buffetts prior consent, subject in each case to the other terms and conditions specified in the Letter Agreement.
