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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 | |
| WAUD REEVE B 6100 TOWER CIRCLE, SUITE 1000 FRANKLIN, TN 37067 |
X | |||
| /s/ Reeve B. Waud | 05/28/2024 | |
| **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) | Shares will vest over a 3-year period in equal yearly installments beginning May 23, 2025. |
| (2) | Reflects Mr. Waud's election to receive his annual cash retainer as a director for 2024 in shares of common stock. |
| (3) | The shares are owned of record as follows: (i) 225,519 shares by the Halcyon Trust, (ii) 37,493 shares by Waud Capital Partners, L.L.C. ("WCP LLC"), (iii) 155,930 shares by the Reeve B. Waud Jr. 2012 Family Trust (the "2012 RBW Jr Family Trust"), (iv) 155,930 shares by the Cecily R.M. Waud 2012 Family Trust (the "2012 CRMW Family Trust"), (v) 43,643 shares by the Cornelius Byron Waud 2002 Trust (the "2002 CBW Family Trust"), and (vi) 34,500 shares by the Corinna Reeve Waud 2002 Trust ("2002 CRW Family Trust"). |
| (4) | Mr. Waud may be deemed to beneficially own the shares of common stock described above by virtue of (A) his being the investment advisor of the Halcyon Trust of which Mr. Waud's children are beneficiaries, (B) his being the sole manager of WCP LLC, (C) his being the investment advisor of the 2012 RBW Jr Family Trust and the 2012 CRMW Family Trust of which Mr. Waud's grandchildren are beneficiaries, and (D) his being appointed, in June 2023, as the co-trustee of the 2002 CBW Family Trust and the 2002 CRW Family Trust of which Mr. Waud's parents are beneficiaries. |
| (5) | Mr. Waud expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |