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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fuller William Eric 4080 JENKINS RD. CHATTANOOGA, TN 37421 |
X | X | President & CEO | Co-Trustee & Managing GP |
| Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller 4080 JENKINS ROAD CHATTANOOGA, TN 37421 |
X | |||
| /s/ William Eric Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | 02/23/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ William Eric Fuller, trustee Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | 02/23/2023 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock granted to the reporting person. |
| (2) | Shares held by Mr. Eric Fuller. |
| (3) | Represents a restricted stock award under the 2018 Omnibus Incentive Plan, as amended. The award vests in four approximately equal installments on each of March 15, 2024, 2025, 2026, and 2027 and is subject to certain vesting, forfeiture, and termination provisions. |
| (4) | Shares held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller (the "Trust") of which Mr. Eric Fuller is a co-trustee, along with his mother, Ms. Janice Fuller. Mr. Eric Fuller and Ms. Janice Fuller have shared dispositive power with respect to shares held in the Trust, and Mr. Eric Fuller has sole voting power. |
| (5) | Shares held by Max Fuller Limited Partnership, in which Mr. Eric Fuller is the managing general partner. Mr. Eric Fuller disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purposes. |