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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cal Maine Foods Inc | NASDAQ:CALM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.37 | -0.62% | 59.34 | 59.32 | 59.47 | 60.06 | 59.34 | 59.92 | 21,360 | 15:08:39 |
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SCHEDULE 13D
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CUSIP No.
128030202
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Page
1
of
11
Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________ |
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)
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Cal-Maine Foods, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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128030202
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(CUSIP Number)
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Adolphus B. Baker
P.O. Box 2960 Jackson, Mississippi 39207 (601) 948-6813 |
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(Name, address and telephone number of person
authorized to receive notices and communications) |
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July 20, 2018
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(Date of event which requires filing of this statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨
.
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Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
Rule 13d-7(b) for other parties to whom copies are to be sent.
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SCHEDULE 13D
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CUSIP No.
128030202
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Page
5
of
11
Pages
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1
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NAME OF REPORTING PERSONS
Fred R. Adams, Jr., acting through a Conservatorship, of which the Co-conservators are Jean Reed Adams and Adolphus B. Baker
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ý (b) ¨ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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15,576,509
(1)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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15,576,509
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,576,509
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
(1)
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14
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TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No.
128030202
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Page
5
of
11
Pages
|
1
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NAME OF REPORTING PERSONS
Jean Reed Adams, individually and in the capacities indicated herein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ý (b) ¨ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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1,596,985
(1)
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8
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SHARED VOTING POWER
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13,979,524
(1)
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9
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SOLE DISPOSITIVE POWER
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1,596,985
(1)
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10
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SHARED DISPOSITIVE POWER
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13,979,524
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,576,509
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
(1)
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14
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TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No.
128030202
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Page
5
of
11
Pages
|
1
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NAME OF REPORTING PERSONS
Adolphus B. Baker, individually and in the capacities indicated herein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) ý (b) ¨ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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1,607,712
(1)
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8
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SHARED VOTING POWER
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14,217,657
(1)
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9
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SOLE DISPOSITIVE POWER
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1,607,712
(1)
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10
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SHARED DISPOSITIVE POWER
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14,217,657
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,825,369
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.6%
(1)
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14
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TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No.
128030202
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Page
5
of
11
Pages
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Item 2.
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Identity and Background.
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SCHEDULE 13D
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CUSIP No.
128030202
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Page
5
of
11
Pages
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SCHEDULE 13D
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CUSIP No.
128030202
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Page
5
of
11
Pages
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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SCHEDULE 13D
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CUSIP No.
128030202
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Page
5
of
11
Pages
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Exhibit Number
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Exhibit Name
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1
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2
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3
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FRED R. ADAMS, JR.
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By: /s/ Jean Reed Adams*
Jean Reed Adams, as co-conservator
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By:
/s/ Adolphus B. Baker
Adolphus B. Baker, as co-conservator
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/s/ Jean Reed Adams*
JEAN REED ADAMS
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/s/ Adolphus B. Baker
ADOLPHUS B. BAKER
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* By
/s/ Adolphus B. Baker
Adolphus B. Baker
Attorney in Fact pursuant to Joint Filing Agreement incorporated herein as Exhibit 2 |
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Voting Power
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Dispositive Power
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Common Stock Held of Record
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Class A Common Stock convertible into Common Stock (1)
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Common Stock in Issuer's KSOP
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Unvested Restricted Stock
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Total
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Record Ownership of Shares:
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Row
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After Initial Funding to Trusts and LLC
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A
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Mrs. Adams Revocable Trust (2)
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Mrs. Adams, Mr. Baker Co-Trustees
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Mrs. Adams,
Mr. Baker Co-Trustees |
3,240,304
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3,240,304
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B1
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Daughters’ LLC (2)(3)
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Mrs. Adams, Mr. Baker
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Mrs. Adams, Mr. Baker
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6,633,720
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3,487,192
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10,120,912
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B2
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Daughters’ LLC (4)
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Mr. Baker
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Mr. Baker
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1,216,328
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1,216,328
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C
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Fred R. Adams, Jr. (Conservatorship)
(Mr. Adams) (2) |
Mrs. Adams, Mr. Baker
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Mrs. Adams
Mr. Baker |
-
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618,308
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618,308
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D
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Jean Reed Adams (Mrs. Adams)
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Mrs. Adams
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Mrs. Adams
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1,500,505
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96,480
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1,596,985
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E
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Adolphus B. Baker (Mr. Baker)
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Mr. Baker
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Mr. Baker
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226,256
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146,128
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19,000
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391,384
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F
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Dinnette Baker (Mrs. Baker)
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Mr. Baker, Mrs. Baker
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Mr. Baker,
Mrs. Baker |
233,320
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4,813
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238,133
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(2)
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With respect to (i) shares held pursuant to the Conservatorship (which shares will transfer to Mrs. Adams upon the death of Mr. Adams), and (ii) shares held in Mrs. Adams’ Revocable Trust and the Daughters’ LLC (other than shares contributed by Mr. and Mrs. Baker), Mr. Baker and Mrs. Adams have agreed to exercise voting and dispositive power cooperatively, as they have pursuant to the conservatorship. After Mr. Adams’ death, Mrs. Adams will resign as co-trustee of the Daughters’ Revocable Trust, and Mr. Baker will resign as co-trustee of Mrs. Adams’ Revocable Trust.
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(3)
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The Daughters’ LLC will be managed by Mr. Baker and owned by the Daughters’ Revocable Trust, which will be controlled by Mrs. Adams and Mr. Baker as co-trustees, and Mr. Baker and Mrs. Baker. See Notes (2) and (3) for voting and dispositive power of shares held by the Daughters’ LLC.
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(4)
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Reflects Class A Common Shares to be held by the Daughters’ LLC to be contributed by Mr. and Mrs. Baker and as to which Mr. Baker will exercise sole voting power as sole managing member of the LLC and pursuant to an agreement with Mrs. Adams.
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Denominator for Outstanding Shares
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Class A
Common Stock convertible into Common Stock from above Table |
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Amounts from Above
Table
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% of Common Class (5)
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Outstanding Common Stock (6)
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Class A Common Stock (7)
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Total
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Beneficial Ownership of Shares:
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Source
Rows from above Table: |
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Mr. Adams
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N/A
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Sole voting power
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-
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A+B1+C+D
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Shared voting power
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15,576,509
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N/A
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Sole dispositive power
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-
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A+B1+C+D
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Shared dispositive power
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15,576,509
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A+B1+C+D
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Total
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3,583,672
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15,576,509
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32.9
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%
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43,832,291
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3,583,672
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47,415,963
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Mrs. Adams
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D
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Sole voting power
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1,596,985
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A+B1+C
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Shared voting power
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13,979,524
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D
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Sole dispositive power
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1,596,985
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A+B1+C
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Shared dispositive power
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13,979,524
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A+B1+C+D
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Total
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3,583,672
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15,576,509
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32.9
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%
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43,832,291
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3,583,672
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47,415,963
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Mr. Baker
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B2+E
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Sole voting power
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1,607,712
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A+B1+C+D
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Shared voting power
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14,217,657
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B2+E
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Sole dispositive power
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1,607,712
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A+B1+C+F+E+F
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Shared dispositive power
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14,217,657
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A+B1+B2+C+D
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Total
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4,703,520
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15,825,369
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32.6
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%
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43,832,291
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4,703,520
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48,535,811
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(5)
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Each share of Common Stock is entitled to one vote, and each share of Class A Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class A Common Stock.
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(6)
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Represents shares of Common Stock of the Issuer outstanding as of March 29, 2018, as reported on the Issuer’s definitive Proxy Statement filed with the SEC on June 5, 2018.
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(7)
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Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, shares of Class A Common Stock beneficially owned by a Reporting Person are treated as converted into Common Stock solely for the purpose of computing the percentage ownership of such Reporting Person.
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