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1)
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities
only).
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2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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4)
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Citizenship
or Place of Organization
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United
States
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Number
of
Shares
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5) Sole
Voting Power
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2,005,852
(1) (3)
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Beneficially Ownedby Each
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6) Shared
Voting Power
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1,946,867
(2) (3)
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Reporting PersonWith:
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7) Sole
Dispositive Power
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2,005,852
(1) (3)
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8) Shared
Dispositive Power
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1,946,867
(2) (3)
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||
| 9) Aggregate Amount Beneficially | |||
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Owned
by Each Reporting Person
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3,952,719 (3) | ||
| 10) Check if the Aggregate Amount in Row (9) | |||
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Excludes
Certain Shares (See Instructions)
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[ ] | ||
| 11) Percent of Class Represented by Amount in Row (9) |
9.4%
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| 12) Type of Reporting Person (See Instructions) |
IN HC
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(1)
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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) 2,005,497 shares of Class B common stock (which shares are
convertible into the same number of shares of Class A common stock at the
option of the holder at any time, with each share of Class A common stock
having one vote and each share of Class B common stock having ten votes on
all matters to be voted upon by the issuer's shareholders) 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 (“GRAT”) 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.
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(2)
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This
amount includes 360,176 shares of Class B common stock held in a GRAT on
behalf of Mr. Butterfield, which reflects distributions by the GRAT 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. The reporting person disclaims beneficial
ownership of such shares except to the extent that the reporting person
actually has or shares voting power or investment power with respect to
such shares.
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(3)
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All
amounts in Items 5-9 are as of December 31,
2009.
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(b)
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Address
of Principal Business Office or, if none,
Residence:
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(c)
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Citizenship:
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United
States
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(d)
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Title
of Class of Securities:
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Class
A Common Stock
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(e)
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CUSIP
Number:
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64031N
10 8
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Item
3.
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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:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
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(b)
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[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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[ ]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
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(e)
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[ ]
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned:
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(i)
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Sole
power to vote or to direct the
vote:
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2,005,852
(1)
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(ii)
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Shared
power to vote or to direct the
vote:
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1,946,867
(2)
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(iii)
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Sole
power to dispose or to direct the disposition
of:
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2,005,852
(3)
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(iv)
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Shared
power to dispose or to direct the disposition
of:
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1,946,867
(4)
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Item
5.
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Ownership
of Five Percent or Less of a Class
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person
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Item
8.
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Identification
and Classification of Members of the
Group
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Item
9.
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Notice
of Dissolution of Group
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Item
10.
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Certifications
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