| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NNI | Class A Common Stock | Gift | $0 | -40K | -2.68% | $0.00 | 1.45M | Sep 12, 2023 | Direct | F1 |
| transaction | NNI | Class A Common Stock | Gift | $0 | -347K | -100% | $0.00* | 0 | Sep 13, 2023 | By GRAT | F2 |
| transaction | NNI | Class A Common Stock | Gift | $0 | +46 | $0.00 | 46 | Sep 13, 2023 | By trust | F2, F3 | |
| transaction | NNI | Class A Common Stock | Gift | $0 | +45 | $0.00 | 45 | Sep 13, 2023 | By trust | F2, F4 | |
| transaction | NNI | Class A Common Stock | Gift | $0 | +45 | $0.00 | 45 | Sep 13, 2023 | By trust | F2, F5 | |
| transaction | NNI | Class B Common Stock | Gift | $0 | -520K | -100% | $0.00* | 0 | Sep 13, 2023 | By GRAT | F2 |
| transaction | NNI | Class B Common Stock | Gift | $0 | +173K | $0.00 | 173K | Sep 13, 2023 | By trust | F2, F3 | |
| transaction | NNI | Class B Common Stock | Gift | $0 | +173K | $0.00 | 173K | Sep 13, 2023 | By trust | F2, F4 | |
| transaction | NNI | Class B Common Stock | Gift | $0 | +173K | $0.00 | 173K | Sep 13, 2023 | By trust | F2, F5 | |
| holding | NNI | Class B Common Stock | 524K | Sep 12, 2023 | Direct | ||||||
| holding | NNI | Class B Common Stock | 346K | Sep 12, 2023 | By spouse | ||||||
| holding | NNI | Class B Common Stock | 1.6M | Sep 12, 2023 | By Dunlap Holdings, LLC | F6 | |||||
| holding | NNI | Class B Common Stock | 1.59M | Sep 12, 2023 | By corporation | F7 | |||||
| holding | NNI | Class B Common Stock | 18.9K | Sep 12, 2023 | By GRAT | F8 | |||||
| holding | NNI | Class B Common Stock | 20.7K | Sep 12, 2023 | By GRAT | F9 | |||||
| holding | NNI | Class B Common Stock | 23.5K | Sep 12, 2023 | By GRAT | F10 | |||||
| holding | NNI | Class B Common Stock | 26K | Sep 12, 2023 | By GRAT | F11 | |||||
| holding | NNI | Class B Common Stock | 25K | Sep 12, 2023 | By GRAT | F12 | |||||
| holding | NNI | Class B Common Stock | 27.5K | Sep 12, 2023 | By GRAT | F13 | |||||
| holding | NNI | Class B Common Stock | 27.4K | Sep 12, 2023 | By GRAT | F14 | |||||
| holding | NNI | Class B Common Stock | 30K | Sep 12, 2023 | By GRAT | F15 | |||||
| holding | NNI | Class B Common Stock | 34.1K | Sep 12, 2023 | By GRAT | F16 | |||||
| holding | NNI | Class B Common Stock | 37.9K | Sep 12, 2023 | By GRAT | F17 | |||||
| holding | NNI | Class B Common Stock | 36.4K | Sep 12, 2023 | By GRAT | F18 | |||||
| holding | NNI | Class B Common Stock | 40K | Sep 12, 2023 | By GRAT | F19 | |||||
| holding | NNI | Class B Common Stock | 383K | Sep 12, 2023 | By GRAT | F20 | |||||
| holding | NNI | Class B Common Stock | 476K | Sep 12, 2023 | By GRAT | F21 | |||||
| holding | NNI | Class B Common Stock | 312K | Sep 12, 2023 | By GRAT | F22 | |||||
| holding | NNI | Class B Common Stock | 379K | Sep 12, 2023 | By GRAT | F23 | |||||
| holding | NNI | Class B Common Stock | 457K | Sep 12, 2023 | By GRAT | F24 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| 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 June 7, 2023. |
| F2 | Represents the transfer of shares upon the termination of the Michael S. Dunlap Grantor Retained Annuity Trust dated August 28, 2003. 136 shares of Class A Common Stock and all 519,548 shares of Class B Common Stock were transferred to the trusts described in footnotes (3) through (5) below. The remaining 346,456 shares of Class A Common Stock were transferred to family members of the reporting person who do not share the reporting person's household. |
| F3 | Shares held by a Michael S. Dunlap 2023 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. 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. |
| F4 | Shares held by a separate Michael S. Dunlap 2023 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. 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. |
| F5 | Shares held by a separate Michael S. Dunlap 2023 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. 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. |
| F6 | 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. |
| F7 | 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. |
| F8 | 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. |
| F9 | 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. |
| F10 | 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. |
| F11 | 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. |
| F12 | 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. |
| F13 | 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. |
| F14 | 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. |
| F15 | 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. |
| F16 | 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. |
| F17 | 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. |
| F18 | 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. |
| F19 | 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. |
| F20 | Shares held by a Grantor Retained Annuity Trust dated October 13, 2015. 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 Grantor Retained Annuity Trust dated October 13, 2015. 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 Grantor Retained Annuity Trust dated October 13, 2015. 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 Grantor Retained Annuity Trust dated October 13, 2015. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 September 14, 2023 for the reporting of the September 12, 2023 and September 13, 2023 gifts of shares 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.