1) | Names of Reporting Persons. | ||
I. R.S. Identification Nos. of above persons (entities only). | |||
Butterfield, Stephen F.
|
|||
2) |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
||
3) |
SEC Use Only
|
||
4) |
Citizenship or Place of Organization
United States
|
||
Number of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5) Sole Voting Power
|
2,040,002 (1) (3)
|
|
6) Shared Voting Power
|
1,912,717 (2) (3)
|
||
7) Sole Dispositive Power
|
2,040,002 (1) (3)
|
||
8) Shared Dispositive Power
|
1,912,717 (2) (3)
|
||
9) | Aggregate Amount Beneficially Owned by Each Reporting Person | 3,952,719 (3) | |
10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | [ ] | |
11) | Percent of Class Represented by Amount in Row (9) | 9.2% | |
12) | Type of Reporting Person (See Instructions) | IN HC | |
(1)
|
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) 2,039,647 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.
|
(2)
|
This amount includes 326,026 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% 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.
|
(3)
|
All amounts in Items 5-9 are as of December 31, 2010.
|
|
(b)
|
Address of Principal Business Office or, if none, Residence:
|
|
(c)
|
Citizenship:
|
|
United States
|
|
(d)
|
Title of Class of Securities:
|
|
Class A Common Stock
|
|
(e)
|
CUSIP Number:
|
|
64031N 10 8
|
Item 3.
|
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:
|
|
(a)
|
[ ]
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
[ ]
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c)
|
[ ]
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
[ ]
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
[ ]
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
[ ]
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
[ ]
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
[ ]
|
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);
|
|
(j)
|
[ ]
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
[ ]
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
Item 4.
|
Ownership.
|
(a)
|
Amount beneficially owned:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
2,040,002 (1)
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
1,912,717 (2)
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
2,040,002 (3)
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
1,912,717 (4)
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of Group
|
Item 10.
|
Certifications
|
|
Stephen F. Butterfield
|
||
/s/ William J. Munn
|
|||
Name: William J. Munn
|
|||
Title: Attorney-in-Fact*
|