| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NNI | Class A Common Stock | -Gift | $0 | -40,000 | -2.07% | $0.00 | 1,889,574 | Dec 14, 2021 | Direct | F1, F2 |
| transaction | NNI | Class A Common Stock | -Gift | $0 | -10,000 | -0.53% | $0.00 | 1,879,574 | Dec 21, 2021 | Direct | F2, F3 |
| transaction | NNI | Class B Common Stock | -Gift | $0 | -320,716 | -100% | $0.00 | 0 | Dec 30, 2021 | By GRAT | F4 |
| transaction | NNI | Class B Common Stock | -Gift | $0 | -285,907 | -100% | $0.00 | 0 | Dec 30, 2021 | By GRAT | F5 |
| transaction | NNI | Class B Common Stock | +Gift | $0 | +202,208 | +133.73% | $0.00 | 353,417 | Dec 30, 2021 | By trust | F6 |
| transaction | NNI | Class B Common Stock | +Gift | $0 | +202,207 | +133.73% | $0.00 | 353,417 | Dec 30, 2021 | By trust | F7 |
| transaction | NNI | Class B Common Stock | +Gift | $0 | +202,208 | +133.73% | $0.00 | 353,417 | Dec 30, 2021 | By trust | F8 |
| holding | NNI | Class B Common Stock | 136,900 | Dec 14, 2021 | Direct | F9 | |||||
| holding | NNI | Class B Common Stock | 262,644 | Dec 14, 2021 | By spouse | F10 | |||||
| holding | NNI | Class B Common Stock | 1,600,000 | Dec 14, 2021 | By Dunlap Holdings, LLC | F11 | |||||
| holding | NNI | Class B Common Stock | 1,586,691 | Dec 14, 2021 | By corporation | F12 | |||||
| holding | NNI | Class B Common Stock | 875,290 | Dec 14, 2021 | By GRAT | F13 | |||||
| holding | NNI | Class B Common Stock | 406,594 | Dec 14, 2021 | By GRAT | F14 | |||||
| holding | NNI | Class B Common Stocks | 481,467 | Dec 14, 2021 | By GRAT | F15 | |||||
| holding | NNI | Class B Common Stock | 331,969 | Dec 14, 2021 | By GRAT | F16 | |||||
| holding | NNI | Class B Common Stock | 391,390 | Dec 14, 2021 | By GRAT | F17 | |||||
| holding | NNI | Class B Common Stock | 466,094 | Dec 14, 2021 | By GRAT | F18 | |||||
| holding | NNI | Class B Common Stock | 372,199 | Dec 14, 2021 | By GRAT | F19 | |||||
| holding | NNI | Class B Common Stock | 24,330 | Dec 14, 2021 | By GRAT | F20 | |||||
| holding | NNI | Class B Common Stock | 25,451 | Dec 14, 2021 | By GRAT | F21 | |||||
| holding | NNI | Class B Common Stock | 26,014 | Dec 14, 2021 | By GRAT | F22 | |||||
| holding | NNI | Class B Common Stock | 27,009 | Dec 14, 2021 | By GRAT | F23 | |||||
| holding | NNI | Class B Common Stock | 26,575 | Dec 14, 2021 | By GRAT | F24 | |||||
| holding | NNI | Class B Common Stock | 27,500 | Dec 14, 2021 | By GRAT | F25 | |||||
| holding | NNI | Class B Common Stock | 35,287 | Dec 14, 2021 | By GRAT | F26 | |||||
| holding | NNI | Class B Common Stock | 36,918 | Dec 14, 2021 | By GRAT | F27 | |||||
| holding | NNI | Class B Common Stock | 37,737 | Dec 14, 2021 | By GRAT | F28 | |||||
| holding | NNI | Class B Common Stock | 39,367 | Dec 14, 2021 | By GRAT | F29 | |||||
| holding | NNI | Class B Common Stock | 38,661 | Dec 14, 2021 | By GRAT | F30 | |||||
| holding | NNI | Class B Common Stock | 40,000 | Dec 14, 2021 | By GRAT | F31 |
| Id | Content |
|---|---|
| F1 | This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on August 10, 2021. |
| F2 | Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives of a company who are not in possession of material non-public information to establish pre-arranged plans to buy, sell, or otherwise transfer a specified number of shares of such company's stock. Once a plan is established, the executive does not retain or exercise any discretion over transfers of stock under the plan and the pre-planned transfers may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the executive may receive. |
| F3 | This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on November 16, 2021. |
| F4 | Shares were held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. In connection with the expiration of the term of the grantor retained annuity trust on December 19, 2021, a total of 320,716 shares were transferred on December 30, 2021 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (6) through (8) below. A total of 25,086 shares were previously transferred to the reporting person in a final annuity distribution on December 20, 2021 and continue to be reported in this Form 4 as directly owned. |
| F5 | Shares were held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. In connection with the expiration of the term of the grantor retained annuity trust on December 19, 2021, a total of 285,907 shares were transferred on December 30, 2021 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (6) through (8) below. A total of 11,321 shares were previously transferred to the reporting person in a final annuity distribution on December 20, 2021 and continue to be reported in this Form 4 as directly owned. |
| F6 | Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. |
| F7 | Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. |
| F8 | Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. |
| F9 | Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (4) and (5) above, and in footnotes (13), (18) and (19) below. |
| F10 | Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (14) through (17) below. |
| F11 | Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. The reporting person continues to report beneficial ownership of all the shares held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein. |
| F12 | Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is president and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein. |
| F13 | Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 6,260 shares on August 27, 2021. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F14 | Shares held by a Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 19,056 shares on October 18, 2021. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F15 | Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 4,587 shares on October 18, 2021. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F16 | Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 20,032 shares on October 18, 2021. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F17 | Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 12,595 shares on October 18, 2021. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F18 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,945 shares on December 20, 2021. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F19 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,472 shares on December 20, 2021. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F20 | Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F21 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F22 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F23 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F24 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F25 | Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F26 | Shares held by a Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F27 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F28 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F29 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F30 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| F31 | Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
One of two Form 4s filed on January 11, 2022 for the reporting of December 14, 2021, December 21, 2021, and December 30, 2021 gift transactions included in this first Form 4. The second Form 4 includes additional holdings that could not be included in this first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4.