UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

 

RPC, Inc.

(Name of Issuer)

Common Stock, $.10 Par Value

(Title of Class of Securities)

749660 10 6

(CUSIP Number)

Stephen D. Fox Arnall Golden Gregory LLP171 17th Street NW, Suite 2100 Atlanta, GA 30363 (404) 473-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 29, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

1	Name of Reporting Person Gary W. Rollins
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Fund2 OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 5,199,461
8	Shared Voting Power 131,896,524*
9	Sole Dispositive Power 5,199,461
10	Shared Dispositive Power 131,896,524*
11	Aggregate Amount Beneficially Owned by Each Reporting Person 137,095,985*
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 63.5 percent*
14	Type of Reporting Person IN

   

 

 

1	Name of Reporting Person RFA Management Company, LLC
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 889,242
8	Shared Voting Power 0
9	Sole Dispositive Power 889,242
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 889,242
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 0.4 percent
14	Type of Reporting Person OO

 

 

1	Name of Reporting Person LOR, Inc.
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 81,693,309
8	Shared Voting Power 27,960,309*
9	Sole Dispositive Power 81,693,309
10	Shared Dispositive Power 27,960,309*
11	Aggregate Amount Beneficially Owned by Each Reporting Person 109,653,618*
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 50.8 percent*
14	Type of Reporting Person CO

 

 

 

 

1	Name of Reporting Person LOR Investment Company, LLC
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 101,510
8	Shared Voting Power 0
9	Sole Dispositive Power 101,510
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,510
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 0.0 percent
14	Type of Reporting Person OO

 

 

1	Name of Reporting Person RFT Investment Company, LLC
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 11,292,525
8	Shared Voting Power 0
9	Sole Dispositive Power 11,292,525
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,292,525
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 5.2 percent
14	Type of Reporting Person OO

 

 

1	Name of Reporting Person Rollins Holding Company, Inc.
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 2,544,785
8	Shared Voting Power 0
9	Sole Dispositive Power 2,544,785
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,544,785
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 1.2 percent
14	Type of Reporting Person CO

 

 

 

1	Name of Reporting Person The Gary W. Rollins Voting Trust U/A dated September 14, 1994
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 1,171
8	Shared Voting Power 0
9	Sole Dispositive Power 1,171
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,171
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 0.0 percent
14	Type of Reporting Person OO

 

 

 

1	Name of Reporting Person RCTLOR, LLC
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 15,677,032
8	Shared Voting Power 0
9	Sole Dispositive Power 15,677,032
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,677,032
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 7.3 percent
14	Type of Reporting Person OO

 

 

1	Name of Reporting Person 1997 RRR Grandchildren’s Partnership
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 572,969
8	Shared Voting Power 0
9	Sole Dispositive Power 572,969
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 572,969
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 0.3 percent
14	Type of Reporting Person PN

 

 

1	Name of Reporting Person The Gary W. Rollins Revocable Trust
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 3,223,334
8	Shared Voting Power 0
9	Sole Dispositive Power 3,223,334
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,223,334
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 1.5 percent
14	Type of Reporting Person OO

 

 

 

1	Name of Reporting Person WNEG Investments, L.P.
2	Check the Appropriate Box if a Member of a Group	(a)☒ (b)☐
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	☐
6	Citizenship or Place of Organization United States
7	Sole Voting Power 4,815,173
8	Shared Voting Power 0
9	Sole Dispositive Power 4,815,173
10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,815,173
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13	Percent of Class Represented by Amount in Row (11) 2.2 percent
14	Type of Reporting Person PN

 

 

 

 

This Amendment No. 16 to Schedule 13D relates to the common stock, $0.10 par value per share (the “Common Stock”), of RPC, Inc., a Delaware corporation (the “Company”). The original Schedule 13D was filed on November 8, 1993, as amended by Amendment No. 1 filed on March 5, 1996, Amendment No. 2 filed on January 10, 2003, Amendment No. 3 filed on May 1, 2003, Amendment No. 4 filed on October 14, 2003, Amendment No. 5 filed on December 14, 2006, Amendment No. 6 filed on August 3, 2007, Amendment No. 7 filed on August 29, 2007, Amendment No. 8 filed on November 20, 2007, Amendment No. 9 filed on January 25, 2013, Amendment No. 10 filed on December 11, 2014, Amendment No. 11 filed on August 7, 2019, Amendment No. 12 filed on July 2, 2020, Amendment No. 13 filed on August 21, 2020, Amendment No. 14 filed on December 9, 2020, and Amendment No. 15 filed on March 5, 2021 (collectively, the “Schedule 13D, as amended”). The Schedule 13D, as amended, is incorporated by reference herein. The principal executive office of the Company is located at:

 

		2801 Buford Highway NE, Suite 300
		Atlanta, Georgia 30329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See the Schedule 13D, as amended, for historical information.

 

 

 

 

See the Schedule 13D, as amended, and Item 3 above.

 

Item 4 of the Schedule 13D, as amended, is hereby supplemented with the following:

 

Subject to applicable securities laws and regulations, market conditions and other factors, the reporting persons may sell a portion of the shares of Company common stock beneficially owned by the reporting persons from time to time in open market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended, and may sell additional shares of Company common stock in privately negotiated transactions or otherwise for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The reporting persons may modify their current plans depending on the reporting persons’ evaluation of various factors, including the Company’s business prospects and financial position, other developments concerning the Company, the price level of the Company common stock, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the reporting persons. Furthermore, the reporting persons continue to reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

 

 

 

Mr. Thomas Claiborne does not beneficially own any shares of Company Common Stock.

 

Ms. Amy R. Kreisler beneficially owns 5,397,860 shares of Company Common Stock (2.5%), as to which she shares voting and dispositive power. She has sole voting and dispositive power with respect to 2,367,228 shares and shared voting and dispositive power with respect to 3,030,632 shares. These shares include 2,643,001 shares of Company Common Stock held in a charitable trust of which she is a co-trustee. Also includes 387,631 shares held by the 2002 Amy R. Kreisler Trust, as to which she currently has the power to designate the members of the Investment Committee of the trustee. Excludes 1,587,523 shares of Company Common Stock held indirectly through two family limited partnerships of which Ms. Kreisler is a general partner. Also excludes 1,068,606 shares held by the Estate of R. Randall Rollins, as to which Ms. Kreisler is a co-executor. Also excludes 1,171 shares held by the R. Randall Rollins Voting Trust U/A dated August 25, 1994, as to which Ms. Kreisler is a co-trustee.

 

Mr. Paul Morton beneficially owns 1,750 shares of Company Common Stock (0.0%) as to which shares he has sole voting and dispositive power.

 

Ms. Pamela R. Rollins beneficially owns 4,563,607 shares of Company Common Stock (2.1%). She has sole voting and dispositive power with respect to 1,532,975 shares, and shared voting and dispositive power with respect to 3,030,632 shares. These shares include 2,643,001 shares of Company Common Stock held in a charitable trust of which she is a co-trustee. Also includes 387,631 shares held by the 2002 Pamela R. Rollins Trust, as to which she currently has the power to designate the members of the Investment Committee of the trustee. Excludes 1,587,523 shares of Company Common Stock held indirectly through two family limited partnerships of which Ms. Rollins is a general partner. Also excludes 1,068,606 shares held by the Estate of R. Randall Rollins, as to which Ms. Rollins is a co-executor. Also excludes 1,171 shares held by the R. Randall Rollins Voting Trust U/A dated August 25, 1994, as to which Ms. Rollins is a co-trustee.

 

 

Mr. Timothy C. Rollins beneficially owns 4,065,890 shares of Company Common Stock (1.9%). He has sole voting and dispositive power with respect to 1,033,728 shares, and shared voting and dispositive power with respect to 3,032,162 shares. These shares include 2,643,001 shares of Company Common Stock held in a charitable trust of which he is a co-trustee. Also includes 1,530 shares of Company Common Stock held by his spouse. Also includes 387,631 shares held by the 2002 Timothy C. Rollins Trust, as to which he currently has the power to designate the members of the Investment Committee of the trustee. Excludes 1,587,523 shares of Company Common Stock held indirectly through two family limited partnerships of which Mr. Rollins is a general partner. Also excludes 1,068,606 shares held by the Estate of R. Randall Rollins, as to which Mr. Rollins is a co-executor. Also excludes 1,171 shares held by the R. Randall Rollins Voting Trust U/A dated August 25, 1994, as to which Mr. Rollins is a co-trustee.

 

The 1976 RRR Trusts beneficially own 572,969 shares of Company Common Stock (0.3%). They have sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 572,969 shares. These shares include 572,969 shares of Company Common Stock held by 1997 RRR Grandchildren’s Partnership.

 

WNEG Management Company, LLC beneficially owns 4,815,172 shares of Company Common Stock (2.2%). It has sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 4,815,172 shares. These shares include 4,815,172 shares of Company Common Stock held by WNEG Investments, L.P.

 

Mr. Donald P. Carson beneficially owns 515,542 shares of Company Common Stock (0.2%). He has sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 515,542 shares. These shares include 515,542 shares of Company Common Stock held in a charitable trust of which he is a co-trustee.

 

 

 

(d)           None.

 

(e)           Not applicable.

 

 

See the Schedule 13D, as amended, for historical information. Except as disclosed in the Schedule 13D, as amended, there are no such contracts, arrangements, understandings, or relationships with respect to any securities of the Company, including but not limited to transfer or voting of any of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

 

 

 

See the Schedule 13D, as amended, for historical information.

 

 

Signature.

 

After reasonable inquiry each of the undersigned certifies that to the best of his knowledge and belief the information set forth in this statement is true, complete and correct.

 

GARY W. ROLLINS, individually, and

 

As President of LOR, Inc., in its capacity as Manager of

RFT INVESTMENT COMPANY, LLC, and

 

As President of LOR, Inc., in its capacity as Manager of

RFA MANAGEMENT COMPANY, LLC, and

 

As President of LOR, Inc., in its capacity as Class A Member of

LOR INVESTMENT COMPANY, LLC, and

 

As President of

ROLLINS HOLDING COMPANY, INC., and

 

As Trustee of

GARY W. ROLLINS VOTING TRUST U/A

DATED SEPTEMBER 14, 1994, and

 

As President of LOR, Inc., in its capacity as Manager of

RCTLOR, LLC, and

 

As President of

LOR, INC., and

 

As Co-Trustee of the 1976 RRR Trusts,

each in its capacity as a General Partner of

1997 RRR GRANDCHILDREN’S PARTNERSHIP, and

 

As Trustee of

GARY W. ROLLINS REVOCABLE TRUST, and

 

As Sole Manager and Member of

WNEG Management Company, LLC, in its

Capacity as General Partner of

WNEG INVESTMENTS, L.P.

 

 

 

 

EXHIBIT A

 

The undersigned each hereby certifies and agrees that the above Amendment to Schedule 13D concerning securities issued by RPC, Inc. is being filed on behalf of each of the undersigned.

 

 

GARY W. ROLLINS, individually, and

 

As President of LOR, Inc., in its capacity as Manager of

RFT INVESTMENT COMPANY, LLC, and

 

As President of LOR, Inc., in its capacity as Manager of

RFA MANAGEMENT COMPANY, LLC, and

 

As President of LOR, Inc., in its capacity as Class A Member of

LOR INVESTMENT COMPANY, LLC, and

 

As President of

ROLLINS HOLDING COMPANY, INC., and

 

As Trustee of

GARY W. ROLLINS VOTING TRUST U/A

DATED SEPTEMBER 14, 1994, and

 

As President of LOR, Inc., in its capacity as Manager of

RCTLOR, LLC, and

 

As President of

LOR, INC., and

 

As Co-Trustee of the 1976 RRR Trusts,

each in its capacity as a General Partner of

1997 RRR GRANDCHILDREN’S PARTNERSHIP, and

 

As Trustee of

GARY W. ROLLINS REVOCABLE TRUST, and

 

As Sole Manager and Member of

WNEG Management Company, LLC, in its

Capacity as General Partner of

WNEG INVESTMENTS, L.P.