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1)
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities
only).
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2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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4)
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Citizenship
or Place of Organization
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United
States
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Number
of
Shares
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5) Sole
Voting Power
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8,889,819
(1) (3)
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Beneficially Ownedby Each
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6) Shared
Voting Power
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8,692,642
(2) (3)
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Reporting PersonWith:
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7) Sole
Dispositive Power
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8,889,819
(1) (3)
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8) Shared
Dispositive Power
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8,692,642
(2) (3)
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| 9) Aggregate Amount Beneficially | |||
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Owned
by Each Reporting Person
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17,582,461 (3) | ||
| 10) Check if the Aggregate Amount in Row (9) | |||
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Excludes
Certain Shares (See Instructions)
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[ ] | ||
| 11) Percent of Class Represented by Amount in Row (9) |
37.1%
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| 12) Type of Reporting Person (See Instructions) |
IN HC
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(1)
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Includes
(i) 4,763,603 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), which number of
shares of Class B common stock reflects a distribution during 2009 from a
grantor retained annuity trust (“GRAT”) established by the reporting
person as discussed below; (ii) 1,701,000 shares of Class B common stock
owned by the reporting person's spouse; (iii) 2,360 shares of Class A
common stock held indirectly by the reporting person that were issued
under the issuer’s 401(k) plan matching stock program; and (iv) 2,422,856
shares of Class A common stock.
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(2)
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Includes
(i) 1,586,691 shares of Class B common stock owned by Union Financial
Services, Inc., of which the reporting person is chairman and owns 50.0%
of the outstanding capital stock, (ii) 1,078,410 shares of Class B common
stock held by Union Bank and Trust Company (“Union Bank”), of which the
reporting person is non-executive chairman and a significant shareholder
through Farmers & Merchants Investment Inc. (“F&M”), as trustee
for a GRAT established by the reporting person, which amount reflects a
distribution during 2009 from the GRAT to the grantor under such GRAT of
shares of Class B common stock, and (iii) 360,176 shares of Class B common
stock held by Union Bank as trustee under a GRAT established by another
person, which amount reflects a distribution during 2009 from the GRAT to
the grantor under such GRAT of shares of Class B common
stock. Also includes shares of Class A common stock 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 38.4% of the outstanding voting stock, (b)
1,251,198 shares of Class A common stock held by Union Bank as trustee
under several GRATs and charitable remainder unitrusts (“CRUTs”), which
amount reflects distributions during 2009 from the GRATs and CRUTs to the
grantors under such GRATs and CRUTs of shares of Class A common stock, (c)
2,310,654 shares of Class A common stock held by Union Bank for accounts
of Angela L. Muhleisen, a sister of the reporting person, or her spouse,
(d) 203,400 shares of Class A common stock held by Union Bank for a
charitable foundation, (e) 30,000 shares of Class A common stock held by
Union Bank for its profit sharing plan, and (f) 1,467,613 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,
2009.
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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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(i)
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Sole
power to vote or to direct the
vote:
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8,889,819
(1)
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(ii)
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Shared
power to vote or to direct the
vote:
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8,692,642
(2)
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(iii)
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Sole
power to dispose or to direct the disposition
of:
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8,889,819
(3)
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(iv)
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Shared
power to dispose or to direct the disposition
of:
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8,692,642
(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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