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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o 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.
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).
CUSIP No. |
016255101 |
Page | 2 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: Llura L. Gund, individually and as trustee for the Dionis Trust, the Gordon Gund Grant Gund Trust, the Gordon Gund G. Zachary Gund Trust, the Anna Barrows Beakey 1998 Trust and the Katharine Barrows Dadagian 1998 Trust |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 1,100,000 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,360,872 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 1,100,000 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,360,872 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
3,460,872 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
5.40% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
016255101 |
Page | 3 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: Grant Gund, individually, and as trustee for the Gordon Gund Grant Gund Generation Skipping Trust, the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust and the Kelsey Laidlaw Gund Gift Trust |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 351,666 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,260,773 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 351,666 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,260,773 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,612,439 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.52% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
016255101 |
Page | 4 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: G. Zachary Gund, individually, and as trustee for the Gordon Gund G. Zachary Gund Generation Skipping Trust, the G. Zachary Gund Descendants Trust and the Georgia Swift Gund Gift Trust |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 351,666 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,542,473 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 351,666 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,542,473 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,894,139 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.96% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
016255101 |
Page | 5 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: Gordon Gund, as trustee for the Dionis Trust and as sole manager of Gund CLAT Investments, LLC |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 300,000 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,285,872 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 300,000 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,285,872 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,585,872 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
þ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
4.04% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
016255101 |
Page | 6 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: Richard T. Watson, as trustee for the Gordon Gund G. Zachary Gund Generation Skipping Trust and the Gordon Gund Grant Gund Generation Skipping Trust |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,678,946 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,678,946 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,678,946 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.62% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
016255101 |
Page | 7 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: Rebecca H. Dent, as trustee for the Gordon Gund Grant Gund Generation Skipping Trust, the Gordon Gund G. Zachary Gund Generation Skipping Trust, the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust, the Kelsey Laidlaw Gund Gift Trust, the Georgia Swift Gund Gift Trust and the G. Zachary Gund Descendants Trust |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,803,246 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,803,246 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,803,246 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
4.38% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
016255101 |
Page | 8 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: George Gund III, as trustee for the Gordon Gund Grant Gund Generation Skipping Trust and the Gordon Gund G. Zachary Gund Generation Skipping Trust |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,678,946 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,678,946 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,678,946 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
2.62% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
016255101 |
Page | 9 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: Gail Barrows, as trustee for the Anna Barrows Beakey 1998 Trust and the Katharine Barrows Dadagian 1998 Trust |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 75,000 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
75,000 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
75,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.12% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
016255101 |
Page | 10 |
of | 13 |
Gordon Gund Grand Gund Trust (Ms. Gund serves as sole trustee) |
500,001 | |||
Gordon Gund G. Zachary Gund Trust (Ms. Gund serves as sole trustee) |
499,999 | |||
Dionis Trust (Ms. Gund serves as co-trustee with Gordon Gund) |
2,285,872 | |||
Anna Barrow Beakey 1998 Trust (Ms. Gund serves as co-trustee with
Gail Barrows) |
37,500 | |||
Katharine Barrows Dadagian 1998 Trust (Ms. Gund serves as co-trustee
with Gail Barrows) |
37,500 |
In addition, Llura L. Gund may be deemed to have beneficial ownership of the 300,000 shares beneficially owned by her spouse, Gordon Gund, as sole manager of Gund CLAT Investments, LLC, which represent 0.47% of the outstanding Common Stock of the Issuer. She disclaims beneficial ownership of these shares. |
CUSIP No. |
016255101 |
Page | 11 |
of | 13 |
Gordon Gund Grant Gund Generation Skipping Trust (Mr. Grant Gund
serves as co-trustee with Richard T. Watson, Rebecca H. Dent and
George Gund III) |
839,473 | |||
Llura Blair Gund Gift Trust (Mr. Grant Gund serves as co-trustee with
Rebecca H. Dent) |
130,300 | |||
Grant Owen Gund Gift Trust (Mr. Grant Gund serves as co-trustee with
Rebecca H. Dent) |
130,000 | |||
Kelsey Laidlaw Gund Gift Trust (Mr. Grant Gund serves as co-trustee
with Rebecca H. Dent) |
161,000 |
Gordon Gund G. Zachary Gund Generation Skipping Trust (Mr. G.
Zachary Gund serves as co-trustee with Richard T. Watson,
Rebecca H. Dent and George Gund III) |
839,473 | |||
G. Zachary Gund Descendants Trust (Mr. G. Zachary Gund serves
as co-trustee with Rebecca H. Dent) |
700,000 | |||
Georgia Swift Gund Gift Trust (Mr. G. Zachary Gund serves as
co-trustee with Rebecca H. Dent) |
3,000 |
CUSIP No. |
016255101 |
Page | 12 |
of | 13 |
Gordon Gund Grant Gund Generation Skipping Trust (Ms. Dent serves as
co-trustee with Grant Gund Richard T. Watson and George Gund III) |
839,473 | |||
Gordon Gund G. Zachary Gund Generation Skipping Trust (Ms. Dent serves
as co-trustee with G. Zachary Gund, Richard T. Watson and
George Gund III) |
839,473 | |||
Llura Blair Gund Gift Trust (Ms. Dent serves as co-trustee with
Grant Gund) |
130,300 | |||
Grant Owen Gund Gift Trust (Ms. Dent serves as co-trustee with
Grant Gund) |
130,000 | |||
Kelsey Laidlaw Gund Gift Trust (Ms. Dent serves as co-trustee
with Grand Gund) |
161,000 | |||
Georgia Swift Gund Gift Trust (Ms. Dent serves as co-trustee
with G. Zachary Gund) |
3,000 | |||
G. Zachary Gund Descendants Trust (Ms. Dent serves as co-trustee
with G. Zachary Gund) |
700,000 |
CUSIP No. |
016255101 |
Page | 13 |
of | 13 |
Item 10. | Certifications. | (See Instructions) |
/s/ Theodore W. Baker | ||||
Name: | Theodore W. Baker | |||
Attorney-in-Fact for the Reporting Persons | ||||
* | The Power of Attorney authorizing Theodore W. Baker to act on behalf of the Reporting Persons was attached to the Schedule 13G as Exhibit B. |
Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). |