Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 016255101
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13G/A
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Page
2
of 12
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1
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NAMES OF
REPORTING PERSONS
Llura L. Gund, individually and as trustee for the Dionis Trust,
the Gordon Gund Grant Gund Trust, the Gordon Gund G. Zachary Gund Trust, the Anna Barrows Beakey 1998 Trust, the Katharine Barrows Dadagian 1998 Trust, and the Gordon and Llura Gund Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,098,000
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6
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SHARED VOTING POWER
1,321,500
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7
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SOLE DISPOSITIVE POWER
1,098,000
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8
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SHARED DISPOSITIVE POWER
1,321,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☒
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.0%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP NO. 016255101
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13G/A
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Page
3
of 12
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1
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NAMES OF
REPORTING PERSONS
Grant Gund, individually, and as trustee for the Gordon Gund
Grant Gund Generation Skipping Trust, the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust and the Kelsey Laidlaw Gund Gift Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
278,666
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6
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SHARED VOTING POWER
1,027,773
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7
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SOLE DISPOSITIVE POWER
278,666
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8
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SHARED DISPOSITIVE POWER
1,027,773
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,306,439
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.6%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP NO. 016255101
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13G/A
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Page
4
of 12
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1
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NAMES OF
REPORTING PERSONS
G. Zachary Gund, individually, and as trustee for the Gordon Gund
G. Zachary Gund Generation Skipping Trust, the G. Zachary Gund Descendants Trust and the Georgia Swift Gund Gift Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
312,666
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6
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SHARED VOTING POWER
1,184,973
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7
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SOLE DISPOSITIVE POWER
312,666
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8
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SHARED DISPOSITIVE POWER
1,184,973
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,497,639
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.9%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP NO. 016255101
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13G/A
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Page
5
of 12
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1
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NAMES OF
REPORTING PERSONS
Gordon Gund, as trustee for the Dionis Trust and the Gordon and
Llura Gund Foundation, and as sole manager of Gund CLAT Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,004,509
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6
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SHARED VOTING POWER
1,242,000
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7
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SOLE DISPOSITIVE POWER
1,004,509
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8
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SHARED DISPOSITIVE POWER
1,242,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,246,509
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☒
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
2.8%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP NO. 016255101
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13G/A
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Page
6
of 12
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1
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NAMES OF
REPORTING PERSONS
Theodore W. Baker, as trustee for the Gordon Gund G.
Zachary Gund Generation Skipping Trust and the Gordon Gund Grant Gund Generation Skipping Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
1,228,446
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
1,228,446
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,228,446
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.5%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP NO. 016255101
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13G/A
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Page
7
of 12
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1
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NAMES OF
REPORTING PERSONS
Rebecca H. Dent, as trustee for the Gordon Gund Grant Gund
Generation Skipping Trust, the Gordon Gund G. Zachary Gund Generation Skipping Trust, the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust, the Kelsey Laidlaw Gund Gift Trust, the Georgia Swift Gund Gift Trust and the G. Zachary
Gund Descendants Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
2,212,746
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
2,212,746
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,212,746
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
2.8%
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP NO. 016255101
|
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13G/A
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Page
8
of 12
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1
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NAMES OF
REPORTING PERSONS
Gail Barrows, as trustee for the Anna Barrows Beakey 1998 Trust
and the Katharine Barrows Dadagian 1998 Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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SOLE VOTING POWER
-0-
|
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6
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SHARED VOTING POWER
79,500
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7
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|
SOLE DISPOSITIVE POWER
-0-
|
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8
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SHARED DISPOSITIVE POWER
79,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.1%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP NO. 016255101
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13G/A
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Page
9
of 12
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This Amendment No. 11 (Amendment No. 11) amends and supplements the
Schedule 13G as originally filed by Llura L. Gund, Grant Gund, G. Zachary Gund, Gordon Gund, Richard T. Watson, Rebecca H. Dent, George Gund III and Gail Barrows on September 25, 2002, the Amendment No. 1 filed on November 25, 2002,
the Amendment No. 2 filed on February 17, 2004, the Amendment No. 3 filed on February 14, 2005, the Amendment No. 4 filed on February 7, 2006, the Amendment No. 5 filed on February 14, 2007, the Amendment
No. 6 filed on February 13, 2009, the Amendment No. 7 filed on February 13, 2013, the Amendment No. 8 filed on February 14, 2014, the Amendment No. 9 filed on February 9, 2016 and the Amendment No. 10
filed on February 9, 2017 (as so amended, the Schedule 13G). Capitalized terms used but not defined in this Amendment No. 11 have the respective meaning ascribed to them in the Schedule 13G.
Item 2 (a) of the Schedule 13G, Identity and Background, is hereby amended by deleting the last paragraph thereof and
inserting the following:
The Reporting Persons, in the aggregate, beneficially own 6,228,087 shares of Common Stock or 7.8% of the
outstanding Common Stock of the Issuer based on 80,177,704 shares outstanding as of October 27, 2017 as reported in the Quarterly Report on Form
10-Q
of the Issuer for the period ended September 30,
2017. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that a group exists within the meaning of the Exchange Act.
Item 4 of the Schedule 13G, Ownership is hereby amended and restated in its entirety as follows:
Pursuant to the Exchange Act and regulations thereunder, the Reporting Persons may be deemed as a group to have acquired beneficial ownership
of 6,228,087 shares of Common Stock, which represents 7.8% of the outstanding Common Stock of the Issuer.
Llura L. Gund
may be
deemed to have beneficial ownership in the aggregate of 2,419,500 shares of Common Stock, which constitutes 3.0% of the outstanding Common Stock of the Issuer. Of these shares, Llura L. Gund has sole power to vote and sole power to dispose of an
aggregate of 1,098,000 shares of Common Stock by virtue of her individual ownership of 140,000 shares and her position as the sole trustee of certain trusts as listed below and may be deemed to have shared power to vote and shared power to dispose
of 1,321,500 shares of Common Stock by virtue of her position as
co-trustee
of certain trusts as listed below:
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Gordon Gund Grant Gund Trust (Ms. Gund serves as sole trustee)
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500,001
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Gordon Gund G. Zachary Gund Trust (Ms. Gund serves as sole trustee)
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457,999
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Dionis Trust (Ms. Gund serves as
co-trustee
with
Gordon Gund)
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1,020,000
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Anna Barrows Beakey 1998 Trust (Ms. Gund serves as
co-trustee
with Gail Barrows)
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36,000
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Katharine Barrows Dadagian 1998 Trust (Ms. Gund serves as
co-trustee
with Gail Barrows)
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43,500
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Gordon and Llura Gund Foundation (Ms. Gund serves as
co-trustee
with Gordon Gund)
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222,000
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CUSIP NO. 016255101
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13G/A
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Page
10
of 12
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In addition, Llura L. Gund may be deemed to have beneficial ownership of 1,004,509 shares
beneficially owned by her spouse, Gordon Gund, as sole manager of Gund CLAT Investments, LLC, which represent 1.3% of the outstanding Common Stock of the Issuer. She disclaims beneficial ownership of these shares.
Grant Gund
may be deemed to have beneficial ownership in the aggregate of 1,306,439
shares of Common Stock, which constitutes
1.6% of the outstanding Common Stock of the Issuer. Of these shares, Grant Gund has sole power to vote and sole power to dispose of 278,666
shares of Common Stock by virtue of his individual ownership of such shares and may be deemed to have
shared power to vote and shared power to dispose of 1,027,773
shares of Common Stock by virtue of his position as
co-trustee
of certain trusts as listed below:
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Gordon Gund Grant Gund Generation Skipping Trust (Mr. Grant Gund serves as
co-trustee
with Theodore W. Baker and Rebecca H. Dent)
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606,473
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Llura Blair Gund Gift Trust (Mr. Grant Gund serves as
co-trustee
with Rebecca H. Dent)
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118,300
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Grant Owen Gund Gift Trust (Mr. Grant Gund serves as
co-trustee
with Rebecca H. Dent)
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118,000
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Kelsey Laidlaw Gund Gift Trust (Mr. Grant Gund serves as
co-trustee
with Rebecca H. Dent)
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185,000
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G. Zachary Gund
may be deemed to have beneficial ownership in the aggregate of 1,497,639 shares of
Common Stock, which constitutes 1.9% of the outstanding Common Stock of the Issuer. Of these shares, G. Zachary Gund has sole power to vote and sole power to dispose of 312,666 shares of Common Stock by virtue of his individual ownership of such
shares and may be deemed to have shared power to vote and shared power to dispose of 1,184,973 shares by virtue of his position as
co-trustee
for certain trusts as indicated below:
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Gordon Gund G. Zachary Gund Generation Skipping Trust (Mr. G. Zachary Gund serves as
co-trustee
with Theodore W. Baker and Rebecca H. Dent)
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601,973
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G. Zachary Gund Descendants Trust (Mr. G. Zachary Gund serves as
co-trustee
with Rebecca H. Dent)
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580,000
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Georgia Swift Gund Gift Trust (Mr. G. Zachary Gund serves as
co-trustee
with Rebecca H. Dent)
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3,000
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Gordon Gund
may be deemed to have beneficial ownership of 2,246,509 shares of Common Stock, which
constitutes 2.8% of the outstanding Common Stock of the Issuer. Of these shares, Gordon Gund, as sole manager of Gund CLAT Investments, LLC, has sole power to vote and sole power to dispose of 1,004,509 shares of Common Stock and may be deemed to
have shared power to vote and shared power to dispose of 1,242,000 shares of Common stock by virtue of his position as
co-trustee
with Llura L. Gund for certain trusts as indicated below.
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Dionis Trust (Mr. Gund serves as
co-trustee
with
Llura L. Gund)
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1,020,000
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Gordon and Llura Gund Foundation (Mr. Gund serves as
co-trustee
with Llura L. Gund)
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222,000
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CUSIP NO. 016255101
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13G/A
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Page
11
of 12
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In addition, he may be deemed to have beneficial ownership of 1,098,000 shares beneficially
owned by Llura L. Gund, his spouse, which represent 1.4% of the outstanding Common Stock of the Issuer. He disclaims beneficial ownership of these shares.
Theodore W. Baker
, may be deemed to have shared power to vote and shared power to dispose of 606,473 shares of Common Stock as
co-trustee
with Grant Gund and Rebecca H. Dent for the Gordon Gund Grant Gund Generation Skipping Trust and 601,973 shares of Common Stock as
co-trustee
with G. Zachary
Gund and Rebecca H. Dent for the Gordon Gund G. Zachary Gund Generation Skipping Trust for an aggregate beneficial ownership of 1,208,446 shares of Common Stock, which constitutes 1.5% of the outstanding Common Stock of the Issuer.
Rebecca H. Dent
may be deemed to have shared power to vote and shared power to dispose of an aggregate of 2,212,746 shares of Common
Stock, which constitutes 2.8% of the outstanding Common Stock of the Issuer, by virtue of her position as
co-trustee
for certain trusts as indicated below:
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Gordon Gund Grant Gund Generation Skipping Trust (Ms. Dent serves as
co-trustee
with Grant Gund and Theodore W. Baker)
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606,473
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Gordon Gund G. Zachary Gund Generation Skipping Trust (Ms. Dent serves as
co-trustee
with G. Zachary Gund and Theodore W. Baker)
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601,973
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Llura Blair Gund Gift Trust (Ms. Dent serves as
co-trustee
with Grant Gund)
|
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118,300
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Grant Owen Gund Gift Trust (Ms. Dent serves as
co-trustee
with Grant Gund)
|
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118,000
|
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Kelsey Laidlaw Gund Gift Trust (Ms. Dent serves as
co-trustee
with Grand Gund)
|
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185,000
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Georgia Swift Gund Gift Trust (Ms. Dent serves as
co-trustee
with G. Zachary Gund)
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3,000
|
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G. Zachary Gund Descendants Trust (Ms. Dent serves as
co-trustee
with G. Zachary Gund)
|
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580,000
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Gail Barrows
, may be deemed to have shared power to vote and shared power to dispose of 36,000 shares
of Common Stock as
co-trustee
with Llura L. Gund for the Anna Barrows Beakey 1998 Trust and 43,500 shares of Common Stock as
co-trustee
with Llura L. Gund for the
Katharine Barrows Dadagian 1998 Trust, for an aggregate beneficial ownership of 79,500 shares of Common Stock, which constitutes 0.1% of the outstanding Common Stock of the Issuer.
Item 10. Certifications. (See Instructions)
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. 016255101
|
|
13G/A
|
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Page
12
of 12
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 8, 2018
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/s/ Catherine Bird
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Name: Catherine Bird
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For Herself and as
Attorney-in-Fact
for the Reporting Persons
|
*
|
The Power of Attorney authorizing Catherine Bird to act on behalf of the Reporting Persons was attached to the Schedule 13G as Exhibit A.
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Attention:
|
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
|