Filing Details

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 persons 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.

Name of Reporting Person:

Steven Thomas

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Citizenship or Place of Organization:

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

3,593,461 (1)

Shared Voting Power:

7,322,276 (1)(2)

Sole Dispositive Power:

3,593,461 (1)

Shared Dispositive Power:

7,322,276 (1)(2)

Aggregate Amount Beneficially Owned by Each Reporting Person:

10,915,737 (1)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  

☐

Percent of Class Represented By Amount In Row (9):

17.4% (3)

Type of Reporting Person:

IN

Represents 188,000 shares of Class A common stock, and 3,405,461 Common Units and associated Class B common stock of the Issuer held directly by the reporting person. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. One share of the Issuers Class B common stock was issued for each Common Unit. The shares of Class B common stock (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuers election.

Includes (i) 3,000,000 Common Units and associated Class B common stock held by the 2008 Exempt Trust UAD 4-3-08 and (ii) 270,000 Common Units and associated Class B common stock held by the Drew C. Thomas, Irrevocable Life Insurance Trust. Mr. Thomas and Thomas A. Thomas, as co-trustees, share voting and dispositive power over these securities and Thomas A. Thomas has also filed a Schedule 13G with respect to these securities. Also includes 4,052,276 Common Units and associated Class B common stock held by the Tom & Leslie Thomas Children Trust. Mr. Thomas and Peter Thomas, as co-trustees, share voting and dispositive power over these securities and Peter Thomas has also filed a Schedule 13G with respect to these securities. Mr. Thomas does not have pecuniary interest in any of these securities and disclaims beneficial ownership of these securities.

Based upon 52,083,493 shares of the Issuers Class A common stock outstanding as of November 1, 2018, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018 and the Common Units deemed beneficially owned by the Reporting Person. The total securities currently deemed beneficially owned by Mr. Thomas represent approximately 1.7% of the total voting power of the Issuer.

Name of Reporting Person:

2008 Exempt Trust UAD 4-3-08

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Citizenship or Place of Organization:

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

0

Shared Voting Power:

3,000,000 (1)(2)

Sole Dispositive Power:

0

Shared Dispositive Power:

3,000,000 (1)(2)

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,000,000 (1)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  

☐

Percent of Class Represented By Amount In Row (9):

5.5% (3)

Type of Reporting Person:

OO (Trust)

Represents Common Units and associated Class B common stock of the Issuer. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. One share of the Issuers Class B common stock was issued for each Common Unit. The shares of Class B common stock (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuers election.

Mr. Thomas and Thomas A. Thomas, as co-trustees, share voting and dispositive power over these securities and Steven Thomas has also filed a Schedule 13G with respect to these securities. Mr. Thomas does not have pecuniary interest in any of these securities and disclaims beneficial ownership of these securities.

Based upon 52,083,493 shares of the Issuers Class A common stock outstanding as of November 1, 2018, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018 and the Common Units deemed beneficially held by the trust.

Name of Reporting Person:

Tom & Leslie Thomas Children Trust

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Citizenship or Place of Organization:

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

0

Shared Voting Power:

4,052,276 (1)(2)

Sole Dispositive Power:

0

Shared Dispositive Power:

4,052,276 (1)(2)

Aggregate Amount Beneficially Owned by Each Reporting Person:

4,052,276 (1)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  

☐

Percent of Class Represented By Amount In Row (9):

7.2% (3)

Type of Reporting Person:

OO (Trust)

Represents Common Units and associated Class B common stock of the Issuer. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. One share of the Issuers Class B common stock was issued for each Common Unit. The shares of Class B common stock (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuers election.

Mr. Thomas and Peter Thomas, as co-trustees, share voting and dispositive power over these securities and Peter Thomas has also filed a Schedule 13G with respect to these securities. Mr. Thomas does not have pecuniary interest in any of these securities and disclaims beneficial ownership of these securities.

Based upon 52,083,493 shares of the Issuers Class A common stock outstanding as of November 1, 2018, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018 and the Common Units deemed beneficially held by the trust.

(a)     Name of Issuer:

Address of Issuers Principal Executive Offices:

(a)     Name of Person Filing:

Address or Principal Business Office or, if none, Residence:

Citizenship or Place of Organization:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership:

(a) Amount beneficially owned:

(b) Percent of class:

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

For Mr. Thomas, includes 188,000 shares of Class A common stock. Otherwise, represents Common Units and associated Class B common stock of the Issuer. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. One share of the Issuers Class B common stock was issued for each Common Unit. The shares of Class B common stock (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuers election.

Based upon 52,083,493 shares of the Issuers Class A common stock outstanding as of November 1, 2018, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018 and the Common Units deemed beneficially owned by the Reporting Person. The total securities currently deemed beneficially owned by Mr. Thomas represent approximately 1.7% of the total voting power of the Issuer.

Mr. Thomas serves as a co-trustee with Thomas A. Thomas of both (i) the 2008 Exempt Trust UAD 4-3-08, which holds 3,000,000 Common Units and associated Class B common stock and (ii) the Drew C. Thomas, Irrevocable Life Insurance Trust, which holds 270,000 Common Units and associated Class B common stock. Mr. Thomas and Thomas A. Thomas share voting and dispositive power over these securities and Thomas A. Thomas has also filed a Schedule 13G with respect to these securities. Mr. Thomas serves as a co-trustee with Peter Thomas of the Tom & Leslie Thomas Children Trust, which holds 4,052,276 Common Units and associated shares of Class B common stock. Mr. Thomas and Peter Thomas share voting and dispositive power over these securities and Peter Thomas has also filed a Schedule 13G with respect to these securities. Mr. Thomas does not have pecuniary interest in any of the securities held by these trusts and disclaims beneficial ownership of these securities.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

/s/ Steven Thomas

/s/ Steven Thomas

/s/ Steven Thomas