____________________________________________________________________________________________
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
The
information required on 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).
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only)
Edward L. Baker Living Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not Applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
69,220
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
69,220*
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
69,220*
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.7%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only)
Trust FBO Edward L. Baker U/A Cynthia
L. Baker Trust dated 4/30/1965
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
423,474
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
423,474
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
423,474
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.3%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
John D. Baker Living Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
235,789
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
235,789
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
235,789
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
2.4%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Trust for John D. Baker II
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
660
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
660
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
660
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Anne D. Baker Revocable Living Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
3,789
|
8.
|
Shared Voting Power
None
|
9.
|
Sole Dispositive Power
3,789
|
10.
|
Shared Dispositive Power
None
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
3,789
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Edward L’Engle Baker II Revocable
Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
96,640
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
96,640
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
96,640
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
John D. Baker III Revocable Living Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
96,640*
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
96,640
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
96,640
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Susan A. Baker Revocable Living Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
97,297
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
97,297
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
97,297
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Thompson S. Baker II Revocable Living
Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
155,600
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
155,600
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
155,600
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Martha F. Baker Revocable Living Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
2,199
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
2,199
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,199
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Julia Elizabeth Baker Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
2,199
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
2,199
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,199
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Mary Cameron Baker Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
2,199
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
2,199
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,199
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons
(entities only)
Samuel McDonald Baker Trust
|
2.
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a)
☐ (b)
☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not applicable*
|
5.
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
2,199
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
2,199
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,199
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type of Reporting Person (see Instructions)
OO
|
* See Item 4 below.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (“Amendment
No. 2”) is filed jointly by (i) Edward L. Baker Living Trust, (ii) Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated
4/30/1965, (iii) John D. Baker II Living Trust, (iv) Trust for John D. Baker II, (v) Anne D. Baker Revocable Living Trust, (vi)
Edward L’Engle Baker II Revocable Living Trust, (vii) John D. Baker III Revocable Living Trust (viii) Susan A. Baker Revocable
Living Trust, (ix) Thompson S. Baker II Revocable Living Trust, (x) Martha F. Baker Revocable Living Trust, (xi) Julia Elizabeth
Baker Trust, (xii) Mary Cameron Baker Trust, and (xiii) Samuel McDonald Baker Trust (collectively, the “Reporting Persons”)
to amend the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on April 2, 2018 (the “Schedule
13D”) filed jointly by the Reporting Persons and Edward L. Baker, John D. Baker II, Edward L. Baker II, the Trust FBO John
D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, and the Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust Dated 4/30/1965
(together with the Reporting Persons, the “Shareholders”). Capitalized terms used but not defined in this Amendment
No. 1 have the meanings set forth in the Schedule 13D. Except as otherwise specified in this Amendment No. 1, all items in the
Schedule 13D remain unchanged in all material respects.
As previously disclosed in the Schedule 13D,
the Shareholders entered into a Voting Agreement in connection with the Sale Transaction, pursuant to which the Shareholders agreed
to vote all shares of the Issuer’s common stock in favor of certain transactions relating to the Sale Transaction. The Shareholders
determined that, following the consummation of the Sale Transaction (the “Closing”), they no longer hold shares of
common stock of the Issuer with any purpose, or with the effect of, changing or influencing control over the Issuer. Since the
Closing, certain Shareholders have continued to report their beneficial ownership of common stock of the Issuer on Schedule 13D
or Schedule 13G, thereby amending and superseding the Schedule 13D with respect to such Shareholders. The Reporting Persons have
determined that they are no longer required to report their beneficial ownership on Schedule 13D or Schedule 13G. Consequently,
this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing with respect to the Reporting
Persons.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is amended to add the following:
On May 21, 2018, the Issuer and Purchaser
completed the Sale Transaction. As a result, the Voting Agreement terminated in accordance with its terms. The Shareholders have
determined that, following the Closing of the Sale Transaction and the termination of the Voting Agreement, the Shareholders no
longer hold shares of common stock of the Issuer with any purpose, or with the effect of, changing or influencing control over
the Issuer. This report is the final amendment to the Schedule 13D and constitutes an exit filing with respect to the Reporting
Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) Edward
L. Baker is the beneficial owner of 496,815 shares of common stock of the Issuer, which constitutes 5.1% of the issued and outstanding
common stock of the Issuer. Mr. Baker’s beneficial ownership includes (i) 4,121 shares he holds directly; (ii) 69,220 shares
held by the Edward L. Baker Living Trust, for which Mr. Baker serves as sole trustee and is the sole beneficiary; and (iii) 423,474
shares held by the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965, for which Mr. Baker serves as co-trustee
and is the sole income beneficiary, and as to which Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary
interest therein.
The Edward
L. Baker Living Trust is the beneficial owner of 69,220 shares of common stock of the Issuer, which constitutes 0.7% of the issued
and outstanding common stock of the Issuer. Such shares are included in Edward L. Baker’s beneficial ownership.
SCHEDULE 13D
|
|
CUSIP No. 30292L107
|
2
|
The Trust
FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965 is the beneficial owner of 423,474 of common stock of the Issuer,
which constitutes 4.3% of the issued and outstanding common stock of the Issuer. Such shares are included in Edward L. Baker’s
and Thompson S. Baker II’s beneficial ownership.
John D.
Baker II is the beneficial owner of 1,394,769 shares of common stock of the Issuer, which constitutes 14.2% of the issued and outstanding
common stock of the Issuer. Mr. Baker’s beneficial ownership includes (i) 18,480 shares he holds directly; (ii) 10,025 shares
held in retirement accounts; (iii) 235,789 shares held by the John D. Baker II Living Trust, for which Mr. Baker serves as sole
trustee and is the sole beneficiary; (iv) 1,113,474 shares held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated
4/30/1965, for which Mr. Baker serves as co-trustee and is the sole income beneficiary, and as to which Mr. Baker disclaims beneficial
ownership except to the extent of his pecuniary interest therein; (v) 660 shares held by the Trust for John D. Baker II, for which
Mr. Baker serves as sole trustee and is the sole beneficiary; (vi) 3,789 shares held by his wife’s trust, the Anne D. Baker
Revocable Living Trust, as to which he disclaims beneficial ownership except to the extent of his pecuniary interest therein; and
(vii) the 12,552 stock options that are exercisable within sixty days.
The John
D. Baker II Living Trust is the beneficial owner of 236,449 shares of common stock of the Issuer, which constitutes 2.4% of the
issued and outstanding common stock of the Issuer. Such shares are included in John D. Baker II’s beneficial ownership.
The Trust
for John D. Baker II is the beneficial owner of 660 shares of common stock of the Issuer, which constitutes less than 0.1% of the
issued and outstanding common stock of the Issuer. Such shares are included in John D. Baker II’s beneficial ownership.
The Trust
FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965 is the beneficial owner of 1,113,474 shares of common stock of
the Issuer, which constitutes 11.3% of the issued and outstanding common stock of the Issuer. Such shares are included in John
D. Baker II’s and Edward L. Baker II’s beneficial ownership.
Anne D.
Baker is the beneficial owner of 1,394,769 shares of common stock of the Issuer, which constitutes 14.2% of the issued and outstanding
common stock of the Issuer. Mrs. Baker’s beneficial ownership includes (i) 3,789 shares of common stock held by the Anne
D. Baker Revocable Living Trust, for which Mrs. Baker serves as the sole trustee and is the sole beneficiary, and (ii) 1,390,980
additional shares beneficially owned by her husband, John D. Baker II, as to which Mrs. Baker disclaims beneficial ownership except
to the extent of her pecuniary interest therein.
The Anne
D. Baker Revocable Living Trust is the beneficial owner of 3,789 shares of common stock of the Issuer, which constitutes less than
0.1% of the issued and outstanding common stock of the Issuer. Such shares are included in John D. Baker II’s and Anne D.
Baker’s beneficial ownership.
Edward
L. Baker II is the beneficial owner of 1,210,774 shares of common stock of the Issuer, which constitutes 12.3% of the issued and
outstanding common stock of the Issuer. Mr. Baker’s beneficial ownership includes (i) 660 shares he holds directly; (ii)
96,640 shares held by the Edward L’Engle Baker II Revocable Living Trust, for which Mr. Baker serves as sole trustee and
is the sole beneficiary; and (iii) 1,113,474 shares held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965,
for which Mr. Baker serves as co-trustee, and as to which Mr. Baker disclaims beneficial ownership except to the extent of his
pecuniary interest therein.
The Edward
L’Engle Baker II Revocable Living Trust is the beneficial owner of 96,640 shares of common stock of the Issuer, which constitutes
1.0% of the issued and outstanding common stock of the Issuer. Such shares are included in Edward L. Baker II’s beneficial
ownership.
John D.
Baker III is the beneficial owner of 106,511 shares of common stock of the Issuer, which constitutes 1.1% of the issued and outstanding
common stock of the Issuer. Mr. Baker’s beneficial ownership includes (i) the 99,640 shares held by the John D. Baker III
Revocable Living Trust, for which Mr. Baker serves
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as the sole trustee and is
the sole beneficiary; (ii) 5,400 shares held directly; and (iii) 1,471 shares underlying stock options that are exercisable within
the next sixty days.
The John
D. Baker III Revocable Living Trust is the beneficial owner of 96,640 shares of common stock of the Issuer, which constitutes 1.0%
of the issued and outstanding common stock of the Issuer. Such shares are included in John D. Baker III’s beneficial ownership.
Susan Baker
Williams (formerly Susan A. Baker) is the beneficial owner of 97,297 shares of common stock of the Issuer, which constitutes 1.0%
of the issued and outstanding common stock of the Issuer. All such shares are held by the Susan A. Baker Revocable Living Trust,
for which Mrs. Baker serves as the sole trustee and is the sole beneficiary.
The Susan
A. Baker Revocable Living Trust is the beneficial owner of 97,297 shares of common stock of the Issuer, which constitutes 1.0%
of the issued and outstanding common stock of the Issuer. Such shares are included in Susan Baker Williams’ beneficial ownership.
Thompson
S. Baker II is the beneficial owner of 587,870 shares of common stock of the Issuer, which constitutes 6.0% of the issued and outstanding
common stock of the Issuer. Mr. Baker’s beneficial ownership includes (i) 155,600 shares held by Thompson S. Baker II Revocable
Living Trust, for which Mr. Baker serves as the sole trustee and is the sole beneficiary; (ii) 423,474 shares held by the Trust
FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965, for which Mr. Baker serves as co-trustee, and as to which Mr. Baker
disclaims beneficial ownership except to the extent of his pecuniary interest therein; (iii) 2,199 shares held by his wife’s
trust, the Martha F. Baker Revocable Living Trust, as to which he disclaims beneficial ownership except to the extent of his pecuniary
interest therein; (iv) 2,199 shares held by his daughter’s trust, the Julia Elizabeth Baker Trust, for which Mr. Baker serves
as co-trustee, and as to which Mr. Baker disclaims beneficial ownership; (v) 2,199 shares held by his daughter’s trust, the
Mary Cameron Baker Trust, for which Mr. Baker serves as co-trustee, and as to which Mr. Baker disclaims beneficial ownership; and
(vi) 2,199 shares held by his son’s trust, the Samuel McDonald Baker Trust, for which Mr. Baker serves as co-trustee, and
as to which Mr. Baker disclaims beneficial ownership.
The Thompson
S. Baker II Revocable Living Trust is the beneficial owner of 155,600 shares of common stock of the Issuer, which constitutes 1.6%
of the issued and outstanding common stock of the Issuer. Such shares are included in Thompson S. Baker II’s and Martha F.
Baker’s beneficial ownership.
Martha
F. Baker is the beneficial owner of 587,870 shares of common stock of the Issuer, which constitutes 6.0% of the issued and outstanding
common stock of the Issuer. Mrs. Baker’s beneficial ownership includes (i) 2,199 shares owned by the Martha F. Baker Revocable
Living Trust, for which Mrs. Baker serves as the sole trustee and is the sole beneficiary; (ii) 2,199 shares held by her daughter’s
trust, the Julia Elizabeth Baker Trust, for which Mrs. Baker serves as co-trustee, and as to which Mrs. Baker disclaims beneficial
ownership; (iii) 2,199 shares owned by her daughter’s trust, the Mary Cameron Baker Trust, for which Mrs. Baker serves as
co-trustee, and as to which Mrs. Baker disclaims beneficial ownership; (iv) 2,199 shares held by her son’s trust, the Samuel
McDonald Baker Trust, for which Mrs. Baker serves as co-trustee, and as to which Mr. Baker disclaims beneficial ownership; and
(v) 579,074 additional shares beneficially owned by her husband, Thompson S. Baker II, as to which Mrs. Baker disclaims beneficial
ownership except to the extent of her pecuniary interest therein.
The Martha
F. Baker Revocable Living Trust is the beneficial owner of 2,199 shares of common stock of the Issuer, which constitutes less than
0.1% of the issued and outstanding common stock of the Issuer. Such shares are included in Thompson S. Baker II’s and Martha
F. Baker’s beneficial ownership.
The Julia
Elizabeth Baker Trust is the beneficial owner of 2,199 shares of common stock of the Issuer, which constitutes less than 0.1% of
the issued and outstanding common stock of the Issuer. Such shares are included in Thompson S. Baker II’s and Martha F. Baker’s
beneficial ownership.
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The Mary
Cameron Baker Trust is the beneficial owner of 2,199 shares of common stock of the Issuer, which constitutes less than 0.1% of
the issued and outstanding common stock of the Issuer. Such shares are included in Thompson S. Baker II’s and Martha F. Baker’s
beneficial ownership.
The Samuel
McDonald Baker Trust is the beneficial owner of 2,199 shares of common stock of the Issuer, which constitutes less than 0.1% of
the issued and outstanding common stock of the Issuer. Such shares are included in Thompson S. Baker II’s and Martha F. Baker’s
beneficial ownership.
Cynthia
P. Ogden is the beneficial owner of 913,911 shares of common stock of the Issuer, which constitutes 9.3% of the issued and outstanding
common stock of the Issuer. All such shares are held by CLB 1965, LLC (as successor to the Trust FBO Sarah B. Porter U/A Cynthia
L. Baker Trust dated 4/30/1965), of which Ms. Ogden is the manager.
CLB 1965,
LLC (as successor to the Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust dated 4/30/1965) is the beneficial owner of 913,911
shares of common stock of the Issuer, which constitutes 9.3% of the issued and outstanding common stock of the Issuer. Such shares
are included in Cynthia P. Ogden’s beneficial ownership.
The Reporting
Persons and other individuals named in this Item 2 beneficially own, in the aggregate, 3,324,467 shares of shares of common stock
of the Issuer, which constitutes 33.8% of the issued and outstanding common stock of the Issuer.
(b) Edward
L. Baker has sole voting and dispositive power with respect to 73,341 shares of common stock, which includes: (i) 4,121 shares
held directly by Mr. Baker and (ii) the 69,220 shares held by the Edward L. Baker Living Trust, as sole trustee. Mr. Baker has
shared voting and dispositive power with respect to the 423,474 shares of common stock held by the Trust FBO Edward L. Baker U/A
Cynthia L. Baker Trust dated 4/30/1965, as co-trustee.
The Edward L.
Baker Living Trust has sole voting and dispositive power with respect to the 69,220 shares of common stock held by the Edward L.
Baker Living Trust and has no shared voting or dispositive power.
The Trust FBO
Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965 has sole voting and dispositive power with respect to 423,474 shares
of common stock held by the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965 and has no shared voting or dispositive
power.
John D. Baker
II has sole voting and dispositive power with respect to 259,134 shares of common stock, which includes: (i) 18,480 shares held
directly by Mr. Baker; (ii) 10,025 shares held in Mr. Baker’s retirement accounts; (iii) the 235,789 shares held by the John
D. Baker II Living Trust, as sole trustee; and (iv) the 660 shares held by the Trust for John D. Baker II, as sole trustee. Mr.
Baker has shared voting and dispositive power with respect to the 1,113,474 shares of common stock held by the Trust FBO John D.
Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, as co-trustee.
The John D. Baker
II Living Trust has sole voting and dispositive power with respect to the 235,789 shares of common stock held by the John D. Baker
II Living Trust and has no shared voting or dispositive power.
The Trust for
John D. Baker II has sole voting and dispositive power with respect to the 660 shares of common stock held by the Trust for John
D. Baker II and has no shared voting or dispositive power.
The Trust FBO
John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965 has sole voting and dispositive power with respect to 1,113,474 shares
of common stock and no shared voting or dispositive power.
The Anne D. Baker
Revocable Living Trust has sole voting and dispositive power with respect to the 3,789 shares of common stock held by the Anne
D. Baker Revocable Living Trust and has no shared voting or dispositive power.
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Anne D. Baker
has sole voting and dispositive power with respect to the 3,789 shares of common stock held by the Anne D. Baker Revocable Living
Trust, as sole trustee, and has no shared voting or dispositive power.
Edward L. Baker
II has sole voting and dispositive power with respect to 97,300 shares of common stock, which includes: (i) 660 shares held directly
and (ii) the 96,640 shares held by the Edward L’Engle Baker II Revocable Living Trust, as sole trustee. Mr. Baker has shared
voting and dispositive power with respect to the 1,113,474 shares of common stock held by the Trust FBO John D. Baker II U/A Cynthia
L. Baker Trust dated 4/30/1965, as co-trustee.
The Edward L’Engle
Baker II Revocable Living Trust has sole voting and dispositive power with respect to the 96,640 shares of common stock held by
the Edward L’Engle Baker II Revocable Living Trust and has no shared voting or dispositive power.
The John D. Baker
III Revocable Living Trust has sole voting and dispositive power with respect to 105,040 shares of common stock, which includes:
(i) the 99,640 shares of common stock held by the John D. Baker III Revocable Living Trust and (ii) 5,400 shares of common stock
held directly by Mr. Baker. Mr. Baker has no shared voting or dispositive power.
John D. Baker
III has sole voting and dispositive power with respect to the 99,640 shares of common stock held by the John D. Baker III Revocable
Living Trust, as sole trustee, and has no shared voting or dispositive power.
The Susan A.
Baker Revocable Living Trust has sole voting and dispositive power with respect to the 97,297 shares of common stock held by the
Susan A. Baker Revocable Living Trust and has no shared voting or dispositive power.
Susan Baker Williams
has sole voting and dispositive power with respect to the 97,297 shares of common stock held by the Susan A. Baker Revocable Living
Trust, as sole trustee, and has no shared voting or dispositive power.
Thompson S. Baker
II has sole voting and dispositive power with respect to the 155,600 shares of common stock held by the Thompson S. Baker II Revocable
Living Trust, as sole trustee, and has shared voting and dispositive power with respect to (i) the 423,474 shares of common stock
held by the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965, as co-trustee; (ii) the 2,199 shares of common
stock held by the Julia Elizabeth Baker Trust, as co-trustee; (iii) the 2,199 shares of common stock held by the Mary Cameron Baker
Trust, as co-trustee; and (iv) the 2,199 shares of common stock held by the Samuel McDonald Baker Trust, as co-trustee.
The Thompson
S. Baker II Revocable Living Trust has sole voting and dispositive power with respect to the 155,600 shares of common stock held
by the Thompson S. Baker II Revocable Living Trust and has no shared voting or dispositive power.
Martha F. Baker
has sole voting and dispositive power with respect to the 2,199 shares of common stock held by the Martha F. Baker Revocable Living
Trust, as sole trustee, and has shared voting and dispositive power with respect to (i) the 2,199 shares of common stock held by
the Julia Elizabeth Baker Trust, as co-trustee; (ii) the 2,199 shares of common stock held by the Mary Cameron Baker Trust, as
co-trustee; and (iii) the 2,199 shares of common stock held by the Samuel McDonald Baker Trust, as co-trustee.
The Martha F.
Baker Revocable Living Trust has sole voting and dispositive power with respect to the 2,199 shares of common stock held by the
Martha F. Baker Revocable Living Trust and has no shared voting or dispositive power.
The Julia Elizabeth
Baker Trust has sole voting and dispositive power with respect to the 2,199 shares of common stock held by the Julia Elizabeth
Baker Trust and no shared voting or dispositive power.
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The Mary Cameron
Baker Trust has sole voting and dispositive power with respect to the 2,199 shares of common stock held by the Mary Cameron Baker
Trust and no shared voting or dispositive power.
The Samuel McDonald
Baker Trust has sole voting and dispositive power with respect to the 2,199 shares of common stock held by the Samuel McDonald
Baker Trust and no shared voting or dispositive power.
Cynthia P. Ogden
has sole voting and dispositive power with respect to the 913,911 shares of common stock held by CLB 1965, LLC (as successor to
the Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust dated 4/30/1965), as manager, and no shared voting or dispositive power.
CLB 1965, LLC
(as successor to the Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust dated 4/30/1965) has sole voting and dispositive power
with respect to the 913,911 shares of common stock held by the CLB 1965, LLC has and has no shared voting or dispositive power.
(c) Other
than disclosed in this Statement, no transactions were effected by the Reporting Persons in the past sixty days.
(d) No
person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities described in this Item 5.
(e) Not
applicable.
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SIGNATURES
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: April 7, 2020
EDWARD L. BAKER LIVING TRUST
By: /s/ Edward L. Baker, as trustee
Edward L. Baker, as trustee
By: /s/ John D. Baker II, as trustee
John D. Baker II, as trustee
TRUST FBO EDWARD L. BAKER U/A CYNTHIA L.
BAKER TRUST DATED 4/30/1965
By: /s/ Edward L. Baker, as trustee
Edward L. Baker, as trustee
By: /s/ Thompson S. Baker II, as trustee
Thompson S. Baker II, as trustee
JOHN D. BAKER II LIVING TRUST
By: /s/ John D. Baker II, as trustee
John D. Baker II, as trustee
TRUST FOR JOHN D. BAKER II
By: /s/ John D. Baker II, as trustee
John D. Baker II, as trustee
ANNE D. BAKER REVOCABLE
LIVING TRUST
By: /s/ Anne D. Baker, as trustee
Anne D. Baker, as trustee
/s/ Edward L. Baker II
EDWARD L. BAKER II,
in his individual capacity
EDWARD L’ENGLE
BAKER II
REVOCABLE LIVING TRUST
By: /s/ Edward L. Baker II, as
trustee
Edward L. Baker II, as trustee
JOHN D. BAKER III REVOCABLE
LIVING TRUST
By: /s/ John D. Baker III, as trustee
John D. Baker III, as trustee
SUSAN A. BAKER REVOCABLE
LIVING TRUST
By: /s/ Susan Baker Williams,
as trustee
Susan Baker Williams , as trustee
THOMPSON S. BAKER II REVOCABLE
LIVING TRUST
By: /s/ Thompson S. Baker
II, as trustee
Thompson S. Baker II, as trustee
MARTHA F. BAKER REVOCABLE
LIVING TRUST
By: /s/ Martha F. Baker, as
trustee
Martha F. Baker, as trustee
JULIA ELIZABETH BAKER TRUST
By: /s/ Thompson S. Baker
II, as trustee
Thompson S. Baker II, as trustee
By: /s/ Martha F. Baker, as
trustee
Martha F. Baker, as trustee
MARY CAMERON BAKER TRUST
By: /s/ Thompson S. Baker
II, as trustee
Thompson S. Baker II, as trustee
By: /s/ Martha F. Baker, as
trustee
Martha F. Baker, as trustee
SAMUEL MCDONALD BAKER TRUST
By: /s/ Thompson S. Baker
II, as trustee
Thompson S. Baker II, as trustee
By: /s/ Martha F. Baker, as
trustee
Martha F. Baker, as trustee