Statement of Changes in Beneficial Ownership (4)
December 09 2022 - 5:51PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SHOEN EDWARD J |
2. Issuer Name and Ticker or Trading Symbol
AMERCO /NV/
[
UHAL,UHALB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President |
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(Last)
(First)
(Middle)
207 E CLARENDON AVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/7/2022 |
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(Street)
PHOENIX, AZ 85012
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/7/2022 | | P | | 35013 | A | $63.815 (1) | 1110713 | I (2) | Clarendon Strategies, LLC |
| Common Stock | 12/7/2022 | | P | | 96087 | A | $64.542 (1) | 1206800 | I (2) | Clarendon Strategies, LLC |
| Common Stock | 12/7/2022 | | P | | 2200 | A | $65.000 | 1209000 | I (2) | Clarendon Strategies, LLC |
| Common Stock | 12/8/2022 | | P | | 27029 | A | $64.865 (3) | 1236029 | I (2) | Clarendon Strategies, LLC |
| Common Stock | 12/8/2022 | | P | | 42302 | A | $65.660 (3) | 1278331 | I (2) | Clarendon Strategies, LLC |
| Common Stock | 12/8/2022 | | P | | 45669 | A | $66.181 (3) | 1324000 | I (2) | Clarendon Strategies, LLC |
| Common Stock | | | | | | | | 7562884 | I (2) | Willow Grove Holdings LP |
| Common Stock | | | | | | | | 25106 | I (4) | EJS-028 Trust |
| Common Stock | | | | | | | | 880127 | I (2) | Blackwater Investments, Inc. |
| Common Stock | | | | | | | | 15.125 | I (5) | ESOP Trust Fund |
| Common Stock | | | | | | | | 32 | D | |
| Series N Common Stock | | | | | | | | 68065956 | I (2) | Willow Grove Holdings LP |
| Series N Common Stock | | | | | | | | 225954 | I (4) | EJS-028 Trust |
| Series N Common Stock | | | | | | | | 7921143 | I (2) | Blackwater Investments, Inc. |
| Series N Common Stock | | | | | | | | 136.125 | I (5) | ESOP Trust Fund |
| Series N Common Stock | | | | | | | | 288 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from (a) with respect to the weighted average price of $63.815: $63.135 to $63.995, inclusive and (b) with respect to the weighted average price of $64.542: $64.000 to $64.995, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1). |
| (2) | Willow Grove Holdings, LP ("Willow Grove") is owned and controlled by Foster Road LLC and various trusts associated with the reporting person and Mark V. Shoen. Foster Road LLC is the general partner of Willow Grove, is managed by Mark V. Shoen and Stuart Shoen, and may be deemed to share voting and dispositive power with respect to the shares held by Willow Grove. Clarendon Strategies, LLC ("Clarendon") and Blackwater Investments, Inc. ("Blackwater") are wholly-owned subsidiaries of Willow Grove. The Reporting Person disclaims beneficial ownership of shares held directly and indirectly by Willow Grove, Clarendon and Blackwater except to the extent of his pecuniary interest therein. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from (a) with respect to the weighted average price of $64.866: $64.645 to $64.99, inclusive, (b) with respect to the weighted average price of $65.660: $65.00 to $65.99, inclusive and (c) with respect to the weighted average price of $66.181: $66.00 to $66.34, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3). |
| (4) | Includes shares held by the EJS-028 Trust for which the Reporting Person is the beneficiary. |
| (5) | Includes shares held by the ESOP Trust Fund for which the Reporting Person is the beneficiary. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SHOEN EDWARD J
207 E CLARENDON AVE
PHOENIX, AZ 85012 | X | X | President |
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Signatures
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| /s/ Stuart M. Shoen, Attorney-in-Fact | | 12/9/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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. |
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