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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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2,594,040
(1) (3)
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Beneficially Ownedby Each
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6) Shared
Voting Power
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7,355,841
(2) (3)
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Reporting PersonWith:
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7) Sole
Dispositive Power
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2,594,040
(1) (3)
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8) Shared
Dispositive Power
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7,355,841
(2) (3)
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||
| 9) Aggregate Amount Beneficially | |||
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Owned
by Each Reporting Person
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9,949,881 (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) |
25.3%
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| 12) Type of Reporting Person (See Instructions) |
IN
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(1)
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Reflects
a distribution during 2009 from the grantor retained annuity trust
(“GRAT”) established by the reporting person, as discussed
below.
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(2)
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Includes
(i) 88,864 shares of Class A common stock jointly owned by the reporting
person and her spouse, (ii) 1,195,690 shares of Class A common stock owned
by the reporting person's spouse, which amount reflects a distribution
during 2009 from the GRAT established by her spouse as discussed below,
(iii) 637,995 shares of Class A common stock owned by the reporting
person’s son, (iv) 637,995 shares of Class A common stock owned by the
reporting person’s daughter, (v) 1,010,620 shares of Class A common stock
held by Union Bank and Trust Company (“Union Bank”), of which the
reporting person is a director, executive officer and significant
shareholder through Farmers & Merchants Investment Inc. (“F&M”),
as trustee for certain GRATs established by the reporting person and her
spouse, which amount reflects distributions during 2009 from the GRATs to
the grantors under such GRATs of shares of Class A common stock, and also
includes shares that are owned by entities that the reporting person may
be deemed to control, consisting of: (a) 404,500 shares of Class A common
stock owned by F&M, of which the reporting person is a director and an
executive officer and owns or controls 35.9% of the outstanding capital
stock, (b) 240,578 shares of Class A common stock and 1,438,586 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 Union Bank as trustee under several
GRATs and charitable remainder unitrusts (“CRUTs”), which amounts reflect
distributions during 2009 from the GRATs and CRUTs to the grantors under
such GRATs and CRUTs of shares of Class A common stock and Class B common
stock, (c) 203,400 shares of Class A common stock held by Union Bank for a
charitable foundation, (d) 30,000 shares of Class A common stock held by
Union Bank for its profit sharing plan, and (e) 1,467,613 shares of Class
A common stock held for the accounts of miscellaneous trusts, IRAs, and
investment accounts at Union Bank, which is a commercial
bank. 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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2,594,040
(1)
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(ii)
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Shared
power to vote or to direct the
vote:
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7,355,841
(2)
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(iii)
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Sole
power to dispose or to direct the disposition
of:
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2,594,040
(3)
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(iv)
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Shared
power to dispose or to direct the disposition
of:
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7,355,841
(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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