Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

20549

SCHEDULE 13G

Under the Securities

 

Exchange Act of

 

1934

(Amendment No. 2)*

The Cato Corporation

(Name of

Issuer)

Class A Common Stock

(Title of Class

 

of Securities)

149205106

(CUSIP Number)

December 31, 2023

(Date of Event

 

Which Requires

 

Filing of this 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 in 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).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

S.S. or I.R.S. Identification Nos. of

 

Above Persons (Entities Only)

John P.

 

D. Cato

2

CHECK THE APPROPRIATE

 

BOX IF A MEMBER OF A GROUP (SEE

 

INSTRUCTIONS)

(a)

☐

(b)

☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE

 

OF ORGANIZATION

United States

NUMBER

OF

SHARES

BENEFICIAL

 

LY

OWNED

BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

2,963,229 (1)(2)

6

SHARED VOTING POWER

16,011 (2)(3)

7

SOLE DISPOSITIVE POWER

2,963,229

 

(1)(2)

8

SHARED DISPOSITIVE POWER

16,011 (2)(3)

9

AGGREGATE AMOUNT

 

BENEFICIALLY OWNED BY

 

EACH REPORTING PERSON

2,979,240 (1)(2)(3)

10

CHECK IF THE

AGGREGATE

AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED

 

BY AMOUNT IN ROW 9

14.5% (1)(2)(3)(4)(5)

12

TYPE OF REPORTING PERSON

 

(SEE INSTRUCTIONS)

IN

CUSIP No. 149205106

 

13G

 

Page 3 of 7

(1)

Consists of (i) 1,760,652 shares of Class

 

B Common Stock held of

 

record by John P.D. Cato, (ii)

 

1,148,436 shares

 

of Class A

 

Common Stock

held of record

 

by John P.D. Cato and

 

(iii) 51,141 shares

 

of Class A Common

 

Stock held

 

by John

 

P.D. Cato in

 

the Cato

 

Employee

 

Stock

 

Ownership

Plan.

(2)

Each share of Class B Common stock is convertible at any time into one share of Class A Common Stock at the option of the holder, and upon

the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation of the Issuer.

(3)

Consists of (i) 3,000 shares of Class

 

B Common Stock held of record

 

by the Reporting

 

Person’s wife, Jane

 

G. Cato,

 

and (ii) 13,011

 

shares of

Class A Common

 

Stock held

 

of record by

 

Jane G. Cato.

 

The Reporting

 

Person disclaims

 

beneficial

 

ownership of

 

these shares,

 

and the inclusion

of and reference

 

to such shares

 

in this report

 

is subject

 

in all respects

 

to this disclaimer.

(4)

Based on the quotient obtained by

 

dividing (a) the aggregate number

 

of shares of Class

 

A Common Stock and Class B Common

 

Stock

beneficially owned by the Reporting Person as set

 

forth in Row 9 by (b) the sum

 

of (i) 18,802,742

 

shares of Class

 

A Common Stock

outstanding as of December 31, 2023, as reported

 

by the Issuer to the Reporting

 

Person, and (ii) 1,763,652

 

shares of Class B Common

 

Stock

beneficially

owned by

 

the Reporting Person. The aggregate number of

 

shares of Class B Common Stock

 

beneficially owned by the Reporting

Person as set forth in clauses “(a)”

 

and “(b)” of this footnote are treated as

 

converted into Class

 

A Common Stock only for the purpose

 

of

computing the percentage ownership

 

of the Reporting Person.

(5)

Each share of Class

 

A Common Stock is entitled to one vote

 

and each share of Class B Common

 

Stock is entitled to ten votes. There

 

were

1,763,652 shares of Class B Common

 

Stock outstanding as of December 31, 2023, as reported

 

by the Issuer to the Reporting Person,

 

all of

which were beneficially owned by

 

the Reporting Person as set forth in footnote

 

“(4)” immediately above. The percentage

 

reported does not

reflect the ten for one voting power

 

of the Class B Common Stock because

 

these shares are treated as converted into Class

 

A Common Stock

for the purpose of this report.

 

The 1,763,652 shares of Class B Common Stock and 1,212,588 shares of Class A Common Stock beneficially

owned by Reporting Person represent 51.7% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B

Common Stock as of December 31, 2023.

 

 

 

 

 

 

 

 

 

Item 1(a)

Name

of Issuer

: The Cato Corporation

Item 1(b)

Address of Issuer’s Principal Executive Offices

: 8100 Denmark Road, Charlotte, NC 28275

Item 2(a)

Name of

Person

 

Filing

: John P.D.

 

Cato

Item 2(b)

Address of Principal Business Office or, if none, Residence

:

The address for the principal business

 

office of John P.D. Cato is:

c/o The Cato

 

Corporation

 

.

8100 Denmark Road, Charlotte, NC 28275

Item 2(c)

Citizenship

: John P.D.

 

Cato - United States

Item 2(d)

Title of Class of Securities

: Class A Common Stock, par value

 

$0.033 per share

Item

2(e)

 

CUSIP No.

:

149205106

Item 3

If

 

this

 

statement

 

is

 

filed

 

pursuant

 

to

 

§§240.13d-1(b) or 240.1 3d -2(b) or (c), check whether the person filing is a

:

 

This statement is not filed pursuant

 

to §§240.13d-1(b) or 240.13d-2(b)

 

or (c).

Item 4

Ownership

:

(a) Amount beneficially owned:

2,888,475 (1)(2)(3)

(b) Percent of class:

14.1% (1)(2)(3)(4)(5)

(c) Number of shares as to which

 

the person has:

(i)

Sole power to vote or direct the vote or

 

to direct the vote:

2,963,229 (1)(2)

(ii)

Shared power to vote or to direct

 

the

 

vote:

 

16,011 (2)(3)

(iii)

Sole power to dispose or to direct

 

the disposition of:

2,963,229 (1)(2)

(iv)

Shared power to dispose of or direct

 

the disposition of: 16,011

(2)(3)

CUSIP No. 149205106

 

13G

 

Page 5 of 7

(1)

Consists of (i) 1,760,652 shares of Class

 

B Common Stock held of

 

record by John P.D. Cato, (ii)

 

1,148,436 shares

 

of Class A

 

Common Stock

held of record

 

by John P.D. Cato and

 

(iii) 51,141 shares

 

of Class A Common

 

Stock held

 

by John

 

P.D. Cato in

 

the Cato

 

Employee

 

Stock

 

Ownership

Plan.

(2)

Each share of Class B Common stock is convertible at any time into one share of Class A Common Stock at the option of the holder, and upon

the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation of the Issuer.

(3)

Consists of (i) 3,000 shares of Class

 

B Common Stock held of record

 

by the Reporting

 

Person’s wife, Jane

 

G. Cato, and

 

(ii) 13,011 shares

 

of

Class A Common

 

Stock held

 

of record by

 

Jane G. Cato.

 

The Reporting

 

Person disclaims

 

beneficial

 

ownership of

 

these shares,

 

and the inclusion

of and reference

 

to such shares

 

in this report

 

is subject

 

in all respects

 

to this disclaimer.

(4)

Based on the quotient obtained by

 

dividing (a) the aggregate

 

number of shares of Class

 

A Common Stock and Class B Common

 

Stock

beneficially owned by the Reporting Person as set

 

forth in Row 9 by (b) the sum

 

of (i) 18,802,742

 

shares of Class

 

A Common Stock

outstanding as of December 31, 2023, as reported

 

by the Issuer to the Reporting

 

Person, and (ii) 1,763,652

 

shares of Class B Common

 

Stock

beneficially

owned by

 

the Reporting Person. The aggregate number of

 

shares of Class B Common Stock

 

beneficially owned by the Reporting

Person as set forth in clauses “(a)”

 

and “(b)” of this footnote are treated as

 

converted into Class

 

A Common Stock only for the purpose

 

of

computing the percentage ownership

 

of the Reporting Person.

(5)

Each share of Class

 

A Common Stock is entitled to one vote

 

and each share of Class B Common

 

Stock is entitled to ten votes. There

 

were

1,763,652 shares of Class B Common

 

Stock outstanding as of December 31, 2023, as reported

 

by the Issuer to the Reporting Person,

 

all of

which were beneficially owned by

 

the Reporting Person as set forth in footnote

 

“(4)” immediately above. The percentage

 

reported does not

reflect the ten for one voting power

 

of the Class B Common Stock because

 

these shares are treated as converted into Class

 

A Common Stock

for the purpose of this report.

 

The 1,763,652 shares of Class B Common Stock and 1,212,588 shares of Class A Common Stock beneficially

owned by Reporting Person represent 51.7% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B

Common Stock as of December 31, 2023.

 

 

 

 

 

 

 

CUSIP No. 30303M 102

 

13G

 

Page 6 of 7

Item 5

Ownership of Five Percent or Less of a Class

: Not applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person

: Not applicable.

Item 7

 

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent

Holding

Company

or Control

 

Person

: Not applicable.

Item 8

Identification and Classification of Members of the Group

: Not applicable.

Item 9

Notice of Dissolution of Group

: Not applicable.

Item 10

Certifications

: Not applicable.

CUSIP No. 30303M 102

 

13G

 

Page 7 of 7

SIGNATURE

After reasonable inquiry and to the

 

best of my knowledge and belief,

 

I certify that the information set

 

forth in this statement is true, complete

 

and

correct.

Dated: February 14, 2024

John P. D. Cato

/s/ John P. D. Cato

Name:

 

John P.

 

D. Cato

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