0

Home > Investor Center > SEC Filings

Ownership

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of December 20, 2012, with respect to the only persons known by the Company to be the beneficial owners of more than 5% of the Class B Common Stock, the Company’s only class of voting securities. This information is based upon the filings of such persons with the Securities and Exchange Commission.

 Name
Class of Stock
Type of Ownership
 Number of Shares
Percent of Class
Virginia D. Ragan
65 East State Street
Suite 2100
Columbus, Ohio 43215
Class B
See (1) below
3,807,488
17.2%
Mary T. McAlpin
65 East State Street
Suite 2100
Columbus, Ohio 43215
Class B
See (2) below
3,324,897
15.0%
Judith D. Hook
65 East State Street
Suite 2100
Columbus, Ohio 43215
Class B
See (3) below
3,036,935
13.7%
Patricia M. Dempsey
12781 NE 72nd Boulevard
Lady Lake, Florida 32162
Class B
See (4) below
3,008,130
13.6%

Nob Hill Fiduciary Company
100 West Liverty Street, 10th Floor
Reno, Nevada 89501

Class B
See (5) below
2,150,360
9.7%
Daniel J. Gunsett
65 East State Street
Suite 120
Columbus, Ohio 43215
Class B
See (5) below
2,153,360
9.7%
Nob Hill Trust
c/o Nob Hill Fiduciary Company, Trustee
100 West Liverty Street, 10th Floor
Reno, Nevada 89501
Class B
Record and Beneficially(6)
2,127,026
9.6%


(1) Includes shares held by Ms. Ragan (A) as trustee under her revocable and grantor retained annuity trusts (3,259,014 shares), and (B) as trustee of a family trust (23,334 shares). Also includes shares held by a charitable foundation (525,140 shares) of which Ms. Ragan is the
president. Does not include shares held by John W. McNamara, a director of the Company, who is Ms. Ragan’s son. Ms. Ragan disclaims beneficial ownership of the shares held by Mr. McNamara.

(2) All shares held by Ms. McAlpin as trustee under her revocable trust and a family trust.

(3) Includes shares held by Ms. Hook (A) as trustee under her revocable and grantor retained annuity trusts (2,801,741 shares), and (B) as trustee of a charitable lead annuity trust and as trustee of a family trust (235,194 shares).

(4) All shares held by Ms. Dempsey as trustee under her revocable trust and a family trust.

(5) Nob Hill Fiduciary Company is the sole trustee of the Nob Hill Trust and a related family trust, having been appointed as the successor trustee of these trusts on December 29, 2011. The Board of Directors of Nob Hill Fiduciary Company has authorized the Secretary of Nob Hill Fiduciary Company to vote the shares of Class B Common Stock held in each of these trusts. Daniel J. Gunsett is the current Secretary of Nob Hill Fiduciary Company and, as such, may be considered as beneficially owning the shares of Class B Common Stock held in each of these trusts. In addition to the shares of Class B Common Stock held in each of these trusts, Mr. Gunsett individually owns 3,000 shares of Class B Common Stock. See also Footnote (6).

(6) Includes 1,500,000 shares that have been pledged as security for a loan.

The following table sets forth certain information, as of December 20, 2012, with respect to the Class A Common Stock and Class B Common Stock (the only equity securities of the Company) beneficially owned, directly or indirectly, by each director, nominee for director and each Named Executive Officer:

 
Title and Percent of Class (1)(2)(3)
Name
Class A
%
Vicki L. Avril
14,511
*
Bruce A. Edwards
11,511
*
Mark A. Emkes
10,001
*
John F. Finn
10,001
*
David B. Fischer
41,568
*
Michael J. Gasser
250,090
1.0%
Daniel J. Gunsett
20,805
*
Judith D. Hook
30,753(4)
*
Gary R. Martz
47,702
*
John W. McNamara
4,972(5)
*
Robert M. McNutt
14,405(6)
*
Patrick J. Norton
32,511
*
Ivan Signorelli
38,293
*

 
Title and Percent of Class (1)
Name
Class B
%
Vicki L. Avril
___
*
Bruce A. Edwards
___
*
Mark A. Emkes
___
*
John F. Finn
___
*
David B. Fischer
___
*
Michael J. Gasser
23,796
*
Daniel J. Gunsett
2,153,360 (7)
9.7%
Judith D. Hook
3,036,935(8)
13.7%
Gary R. Martz
600
*
John W. McNamara
90,230(5)(9)
*
Robert M. McNutt
1,850
*
Patrick J. Norton
___
*
Ivan Signorelli
___
*

* Less than one percent.

(1) Except as otherwise indicated below, the persons named in the table (and their spouses, if applicable) have sole voting and investment power with respect to all shares of Class A Common Stock or Class B Common Stock, as the case may be, owned by them.

(2) This table includes shares of Class A Common Stock subject to current exercisable options, or options exercisable within 60 days of December 20, 2012, granted by the Company under certain stock option plans, for the following directors and Named Executive Officers: Ms. Avril — 4,000; Mr. Gasser — 72,981; Mr. Gunsett — 8,000; Ms. Hook — 8,000; Mr. Martz —12,000; and Mr. Signorelli — 7,000.

(3) This table includes restricted shares of Class A Common Stock that have been awarded to directors under the Company’s 2005 Outside Directors Equity Award Plan, including shares the receipt of which has been deferred at the director’s election under the terms of the Directors Deferred Compensation Plan. If deferral is elected, shares are issued to the trustee of a rabbi trust established in connection with the Directors Deferred Compensation Plan. The total number of shares of Class A Common Stock held in the rabbi trust for the benefit of each director as of December 20, 2012, was as follows: Ms. Avril — 8,805 shares; Mr. Edwards — 8,805 shares; Mr. Emkes — 8,001 shares; Mr. Finn — 8,001 shares; Mr. Gunsett — 4,972 shares; Ms. Hook — 4,972 shares; Mr. McNamara — 4,972 shares; and Mr. Norton — 10,511 shares. See also “Compensation Discussion and Analysis — Director Compensation Arrangements.”

(4) Includes shares of Class A Common Stock held by Ms. Hook (A) as trustee under her revocable trust and a Dempsey family trust (13,948 shares), (B) which may be acquired upon Ms. Hook’s exercise of the stock options as set forth in footnote (2) of this table; and (C) which have been awarded to Ms. Hook under the Company’s 2005 Outside Directors Equity Award Plan (8,805 shares).

(5) Includes shares of Class A Common Stock which have been awarded to Mr. McNamara under the Company’s 2005 Outside Directors Equity Award Plan (4,972 shares). Does not include shares held by Virginia D. Ragan, who is Mr. McNamara’s mother. See prior table for beneficial ownership information regarding Ms. Ragan’s beneficial ownership of shares of Class B Common Stock. Mr. McNamara disclaims beneficial ownership of all shares of Class A Common Stock or Class B Common Stock held by Ms. Ragan.

(6) Does not include 15,000 shares of Class A Common Stock which, as of December 20, 2012, had not vested under the terms of a restricted stock award to Mr. McNutt.

(7) Nob Hill Fiduciary Company is the sole trustee of the Nob Hill Trust and a related family trust, having been appointed as the successor trustee of these trusts on December 29, 2011. The Board of Directors and Nob Hill Fiduciary Company has authorized the Secretary of Nob Hill Fiduciary Company to vote the shares of Class B Common Stock held in each of these trusts. Daniel J. Gunsett is the current Secretary of Nob Hill Fiduciary Company and, as such, may be considered as beneficially owning the shares of Class B Common Stock held in each of these trusts. Includes shares of Class B Common Stock held by Mr. Gunsett (A) as a result of his position as the Secretary of Nob Hill Fiduciary Company (2,150,360 shares), and (B) individually (3,000 shares). For the Nob Hill Trust, 1,500,000 shares have been pledged as security for a loan.

(8) Includes shares of Class B Common Stock held by Ms. Hook (A) as trustee under her revocable and grantor retained annuity trusts (2,801,741 shares), and (B) as trustee of a charitable lead annuity trust and as trustee of a family trust (235,194 shares).

(9) Includes shares of Class B Common Stock held by Mr. McNamara (A) as trustee of a family trust (57,900 shares), and (B) as trustee of a voting trust (32,330 shares)

The Class A Common Stock has no voting power, except when four quarterly cumulative dividends upon the Class A Common Stock are in arrears and in certain other limited circumstances.

The following table sets forth the equity securities beneficially owned by all directors and executive officers, including the named executive officers, as a group (21 persons) as of December 20, 2012:

 

Title of class of stock
Amount beneficially owned
Percent of class
Class A Common Stock (1) (2) (3)
599,245
2.4%
Class B Common Stock
5,307,371
24.0%


(1) Includes 116,981 shares subject to currently exercisable options or options exercisable within 60 days of December 20, 2012, granted by the Company under certain stock option plans.

(2) Includes 59,039 shares of Class A Common Stock held in a rabbi trust for the benefit of directors as of December 20, 2012. These shares were awarded to directors under the Company’s 2005 Outside Directors Equity Award Plan and their receipt was deferred under the terms of the Directors Deferred Compensation Plan.

(3) Does not include 15,000 shares of Class A Common Stock which, as of December 20, 2012, had not vested under the terms of a restricted stock award to Mr. McNutt.