| 1) | Names of Reporting Persons. | ||
| I. R.S. Identification Nos. of above persons (entities only). | |||
| Muhleisen, Angela L. | |||
| 2) |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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| 3) |
SEC Use Only
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| 4) |
Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
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5) Sole Voting Power
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2,609,955 (1) (3)
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6) Shared Voting Power
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6,570,295 (2) (3)
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7) Sole Dispositive Power
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2,609,955 (1) (3)
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8) Shared Dispositive Power
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6,570,295 (2) (3)
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| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person | 9,180,250 (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) | 22.8% | |
| 12) | Type of Reporting Person (See Instructions) | IN | |
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(1)
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Reflects a distribution during 2010 from the grantor retained annuity trust (“GRAT”) established by the reporting person, as discussed below.
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(2)
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Includes (i) 88,864 shares of Class A common stock jointly owned by the reporting person and her spouse, (ii) 1,154,390 shares of Class A common stock owned by the reporting person's spouse, which amount reflects a distribution during 2010 from the GRAT established by her spouse as discussed below, (iii) 575,245 shares of Class A common stock owned by the reporting person’s son, (iv) 575,245 shares of Class A common stock owned by the reporting person’s daughter, (v) 913,220 shares of Class A common stock held by Union Bank and Trust Company (“Union Bank”), of which the reporting person is a director, executive officer and significant shareholder through Farmers & Merchants Investment Inc. (“F&M”), as trustee for certain GRATs established by the reporting person and her spouse, which amount reflects distributions during 2010 from the GRATs to the grantors under such GRATs of shares of Class A common stock, and also includes shares that are owned by entities that the reporting person may be deemed to control, consisting of: (a) 404,500 shares of Class A common stock owned by F&M, of which the reporting person is a director and an executive officer and owns or controls 38.5% of the outstanding capital stock, (b) 219,022 shares of Class A common stock and 1,361,436 shares of Class B common stock (which shares are convertible into the same number of shares of Class A common stock at the option of the holder at any time, with each share of Class A common stock having one vote and each share of Class B common stock having ten votes on all matters to be voted upon by the issuer's shareholders) held by Union Bank as trustee under several GRATs and charitable remainder unitrusts (“CRUTs”), which amounts reflect distributions during 2010 from the GRATs and CRUTs to the grantors under such GRATs and CRUTs of shares of Class A common stock and Class B common stock, (c) 195,000 shares of Class A common stock held by Union Bank for a charitable foundation, (d) 30,000 shares of Class A common stock held by Union Bank for its profit sharing plan, and (e) 1,053,373 shares of Class A common stock held for the accounts of miscellaneous trusts, IRAs, and investment accounts at Union Bank, which is a commercial bank. The reporting person disclaims beneficial ownership of such shares except to the extent that the reporting person actually has or shares voting power or investment power with respect to such shares.
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(3)
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All amounts in Items 5-9 are as of December 31, 2010.
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(b)
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Address of Principal Business Office or, if none, Residence:
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(c)
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Citizenship:
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United States
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(d)
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Title of Class of Securities:
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Class A Common Stock
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(e)
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CUSIP Number:
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64031N 10 8
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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9,180,250
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(i)
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Sole power to vote or to direct the vote:
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2,609,955 (1)
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(ii)
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Shared power to vote or to direct the vote:
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6,570,295 (2)
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(iii)
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Sole power to dispose or to direct the disposition of:
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2,609,955 (3)
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(iv)
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Shared power to dispose or to direct the disposition of:
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6,570,295 (4)
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certifications
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Angela L Muhleisen | |
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/s/ William J. Munn
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Name: William J. Munn
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Title: Attorney-in-Fact*
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