Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Bio-Rad Laboratories, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
090572207 (CUSIP Number) |
Alice N. Schwartz 1000 Alfred Nobel Drive, Hercules, CA, 94547 510-741-6001 Courtney C. Enloe Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive Hercules, CA, 94547 510-741-6005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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. | 090572207 |
| 1 |
Name of reporting person
Alice N. Schwartz | ||||||||
| 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)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,732,073.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) David Schwartz, Bio-Rad's former Chairman of the Board, husband of Alice N. Schwartz and a reporting person in the Prior Filing (as defined in Item 1), is deceased. (7) (9) Held by the following trusts, all of which Alice N. Schwartz is the sole trustee: the David and Alice N. Schwartz Charitable Remainder Unitrust (34,311 shares); the David Schwartz Exemption Trust (90 shares); the David Schwartz Exempt Marital Trust (240 shares); the David Schwartz Non-Exempt Marital Trust (898,931 shares); and the Alice N. Schwartz Revocable Trust (1,781,356 shares). One of these trusts, the Alice N. Schwartz Revocable Trust is a reporting person to this statement on Schedule 13D. (8)(10) Held by the Alles Institute for Medical Research, a Delaware Charitable Nonstock Corporation, with respect to which Alice N. Schwartz shares voting and dispositive power consistent with the purposes of the Delaware Charitable Nonstock Corporation.
SCHEDULE 13D
|
| CUSIP No. | 090572207 |
| 1 |
Name of reporting person
Alice N. Schwartz 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,781,356.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Bio-Rad Laboratories, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1000 Alfred Nobel Drive, Hercules,
CALIFORNIA
, 94547. | |
Item 1 Comment:
Reference is made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 16, 1982 by David Schwartz, as last amended by Amendment No. 3 to the statement on Schedule 13D filed with the Commission on January 7, 1994 and revised on January 19, 1995 by David Schwartz, Amendment No. 4 to the statement on Schedule 13D filed with the Commission on December 14, 2011, and Amendment No. 5 to the statement on Schedule 13D filed with the Commission on June 29, 2017 (the "Prior Filing"). Alice N. Schwartz and the Alice N. Schwartz Revocable Trust (sometimes collectively referred to as the "Shareholders") have agreed to file this statement jointly in an agreement entered into pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and included as an exhibit to this statement, which agreement is hereby incorporated by reference. The Prior Filing is incorporated by reference and is hereby amended by this statement which is filed by the Shareholders, with respect to whom the following information relates. | ||
| Item 2. | Identity and Background | |
| (a) | Alice N. Schwartz | |
| (b) | Alice N. Schwartz 1000 Alfred Nobel Drive Hercules, California 94547 (510) 741-6001 | |
| (c) | Alice N. Schwartz 1000 Alfred Nobel Drive Hercules, California 94547 (510) 741-6001 Director Emeritus of Bio-Rad Laboratories, Inc. and the sole trustee of the Alice N. Schwartz Revocable Trust. | |
| (d) | During the last five years, neither Alice N. Schwartz nor the Alice N. Schwartz Revocable Trust has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | United States of America | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 to the Schedule 13D is hereby amended, in pertinent part, as follows: Not applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 to the Schedule 13D is hereby amended, in pertinent part, as follows: The purposes of the transactions on December 10, 2018, December 3, 2019, December 7, 2020, November 9, 2021, November 7, 2022, December 5, 2023 and August 26, 2024 for Alice N. Schwartz and for the Alice N. Schwartz Revocable Trust set forth in Item 5 were estate planning. The purpose of the Shareholders' ownership of Bio-Rad shares has been control of the Company. Mrs. Schwartz, along with other members of her family, control the management of the Company and may be deemed to be a "parent" of the Company as that term is defined in the Rules and Regulations of the Commission. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 to the Schedule 13D is hereby amended, in pertinent part, as follows: (a)-(b). Alice N. Schwartz owns beneficially 2,732,073 shares of Class A Common Stock, representing 12.3% of the issued and outstanding Class A Common Stock. * 2,714,928 of these shares are held by the following trusts, all of which Alice N. Schwartz is the sole trustee: the David and Alice N. Schwartz Charitable Remainder Unitrust (34,311 shares); the David Schwartz Exemption Trust (90 shares); the David Schwartz Exempt Marital Trust (240 shares); the David Schwartz Non-Exempt Marital Trust (898,931 shares); and the Alice N. Schwartz Revocable Trust (1,781,356 shares). The shares held by the David Schwartz Exemption Trust, the David Schwartz Exempt Marital Trust, the David Schwartz Non-Exempt Marital Trust, and the Alice N. Schwartz Revocable Trust were previously held by the David and Alice Schwartz Revocable Trust, of which Alice N. Schwartz was the sole trustee after the death of her husband David Schwartz. On October 1, 2013, Alice N. Schwartz allocated these shares from the David and Alice Schwartz Revocable Trust to each of those trusts. * 17,145 of these shares are held by the Alles Institute for Medical Research, a Delaware Charitable Nonstock Corporation, with respect to which Alice N. Schwartz shares voting and dispositive power consistent with the purposes of the Delaware Charitable Nonstock Corporation. The Alice N. Schwartz Revocable Trust holds 1,781,356 shares of Class A Common Stock, representing 8.0% of the issued and outstanding Class A Common Stock. All percentages reported herein with respect to Class A Common Stock are calculated based upon 22,142,422 shares of Class A Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2025. | |
| (c) | Transactions Effected by Mrs. Schwartz Since the most recent filing of a statement on Schedule 13D, the following transactions have been effected by Mrs. Schwartz: Date: 12/10/2018; Shares: (3,970); Type: Gift (1); Price: --; Ownership: Trust Date: 12/3/2019; Shares: (2,690); Type: Gift (1); Price: --; Ownership: Trust Date: 12/7/2020; Shares: (1,800); Type: Gift (1); Price: --; Ownership: Trust Date: 11/9/2021; Shares: (1,366); Type: Gift (1); Price: --; Ownership: Trust Date: 11/7/2022; Shares: (2,639); Type: Gift (1); Price: --; Ownership: Trust Date: 12/5/2023; Shares: (3,270); Type: Gift (1); Price: --; Ownership: Trust Date: 8/26/2024; Shares: (3,190); Type: Gift (1); Price: --; Ownership: Trust Footnotes (1) Gifted to Alles Institute for Medical Research, a Delaware Charitable Nonstock Corporation, with respect to which Alice N. Schwartz shares voting and dispositive power consistent with the purposes of the Delaware Charitable Nonstock Corporation. (2) Held by the Alice N. Schwartz Revocable Trust, of which Alice N. Schwartz is the sole trustee. Since the most recent filing of a statement on Schedule 13D, the following transactions have been effected by the Alice N. Schwartz Revocable Trust: Date: 12/10/2018; Shares: (3,970); Type: Gift (1); Price: --; Ownership: Direct Date: 12/3/2019; Shares: (2,690); Type: Gift (1); Price: --; Ownership: Direct Date: 12/7/2020; Shares: (1,800); Type: Gift (1); Price: --; Ownership: Direct Date: 11/9/2021; Shares: (1,366); Type: Gift (1); Price: --; Ownership: Direct Date: 11/7/2022; Shares: (2,639); Type: Gift (1); Price: --; Ownership: Direct Date: 12/5/2023; Shares: (3,270); Type: Gift (1); Price: --; Ownership: Direct Date: 8/26/2024; Shares: (3,190); Type: Gift (1); Price: --; Ownership: Direct Footnotes: (1) Gifted to Alles Institute for Medical Research, a Delaware Charitable Nonstock Corporation, with respect to which Alice N. Schwartz shares voting and dispositive power consistent with the purposes of the Delaware Charitable Nonstock Corporation. | |
| (d) | Not applicable | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 to the Schedule 13D is hereby amended, in pertinent part, as follows: Alice N. Schwartz has indirect beneficial ownership of 4,060,054 shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of the Company held by Blue Raven Partners, L.P., a California limited partnership, over which she has shared voting and dispositive power, as the result of her position as a general partner of Blue Raven Partners, L.P. Mrs. Schwartz is the beneficial owner of 494,510 shares of Class B Common Stock, over which she has sole voting power and which are held in the following trusts, all of which Mrs. Schwartz is the sole trustee: the David Schwartz Non-Exempt Marital Trust (57,000 shares); and the Alice N. Schwartz Revocable Trust (437,510 shares). As the result of the foregoing, Mrs. Schwartz has beneficial ownership of an aggregate of 4,554,564 shares of Class B Common Stock, representing 89.8% of the issued and outstanding Class B Common Stock. The Alice N. Schwartz Revocable Trust is the direct and beneficial owner of 437,510 shares of Class B Common Stock with respect to which it has sole voting and dispositive power, representing 8.6% of the issued and outstanding Class B Common Stock. By virtue of her Class B Common Stock ownership, Mrs. Schwartz, along with other members of her family, control the management of the Company and may be deemed to be a "control person" of the Company as that term is defined in the Rules and Regulations of the Commission. All percentages reported herein with respect to Class B Common Stock are calculated based upon 5,070,184 shares of Class B Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2025. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Agreement Among the Shareholders to File Joint Schedule 13D | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in thi
s statement is true, complete and correct.
|
|
|
|
|