[

]

Rule 13d-1(b)

[

]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

1)

Names of Reporting Persons.

Butterfield, Stephen F.

2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3)

SEC Use Only

4)

Citizenship or Place of Organization

Number of

5) Sole Voting Power

1,952,870 (1) (3)

Shares

Owned

6) Shared Voting Power

1,999,849 (2) (3)

by Each

Person

7) Sole Dispositive Power

1,952,870 (1) (3)

With:

8) Shared Dispositive Power

1,999,849 (2) (3)

9)

Aggregate Amount Beneficially

Owned by Each Reporting Person

3,952,719 (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)

9.5%

12)

Type of Reporting Person (See Instructions)

IN

HC

(1)

Represents (i) 355 shares of Class A common stock held indirectly by Mr. Butterfield that were issued under the issuer’s 401(k) plan matching stock program; and (ii) 1,952,515 shares of Class B common stock (which are convertible into the same number of shares of Class A common stock at the option of the holder at any time) held by the Stephen F. Butterfield Revocable Living Trust, of which Mr. Butterfield is trustee. Such number of shares of Class B common stock reflects distributions by the Grantor Retained Annuity Trust discussed in footnote (2) below of shares of Class B common stock to Mr. Butterfield and then transfers of such shares from Mr. Butterfield to the Stephen F. Butterfield Revocable Living Trust. Each share of Class A common stock has one vote and each share of Class B common stock has ten votes on all matters to be voted upon by the issuer's shareholders.

(2)

This amount includes 413,158 shares of Class B common stock (which is convertible into Class A common stock on a one-for-one basis at the option of the holder at any time) held in a Grantor Retained Annuity Trust on behalf of Mr. Butterfield, which reflects distributions by the Trust of shares of Class B common stock to Mr. Butterfield and then transfers of such shares from Mr. Butterfield to the Stephen F. Butterfield Revocable Living Trust. This amount also includes 1,586,691 shares of Class B common stock owned by Union Financial Services, Inc., of which Mr. Butterfield is a director and president and owns 50.0% of the outstanding voting stock. Mr. Butterfield disclaims beneficial ownership of the shares owned by Union Financial Services, Inc., except to the extent of his pecuniary interest therein.

(3)

All amounts in Items 5-9 are as of December 31, 2008.

(a)

Name of Issuer:

(b)

Address of Issuer's Principal Executive Offices:

(a)

Name of Person Filing:

(b)

Address of Principal Business Office or, if none, Residence:

(c)

Citizenship:

(d)

Title of Class of Securities:

(e)

CUSIP Number:

Item 3.

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:

(a)

[

]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

[

]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[

]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

[   ]          Investment company registered under section 8 of the Investment Company

               Act of 1940 (15 U.S.C. 80a-8);

(e)

[

]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[   ]          An employee benefit plan or endowment fund in accordance

               with § 240.13d-1(b)(1)(ii)(F);

(g)

[   ]          A parent holding company or control person in accordance

                with § 240.13d-1(b)(1)(ii)(G);

(h)

[   ]          A savings associations as defined in Section 3(b) of the Federal Deposit

                Insurance Act (12 U.S.C. 1813);

(i)

[   ]          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);

(j)

[

]

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

[

]

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

(a)

Amount beneficially owned:

3,952,719

(b)

Percent of class:

9.5%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of Five Percent or Less of a Class

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.

Not applicable.

Not applicable.

1.

See Item (5) footnotes above.

2.

See Item (6) footnotes above.

3.

See Item (7) footnotes above.

4.

See Item (8) footnotes above.

Stephen F. Butterfield