Sec Form 13D Filing - Prescott General Partners LLC filing for - 2025-07-07

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: "In order to fund the purchase of the Common Stock reported herein, the Managed Accounts (as hereinafter defined) contributed in the aggregate $20,460,710.82 of the funds of the Managed Accounts (including $9,544,099.96 contributed by Prescott Associates and $361,476.48 contributed by PIPS), Mr. Vassalluzzo contributed $990,322.17 of his personal funds and Mr. Smith contributed $8,248,216.57 of his personal funds. The Common Stock reported as beneficially owned by Mr. Vassalluzzo includes 13,266 shares of Common Stock received as payment for an equivalent number of vested restricted stock units ("RSUs") received by him for his service as a director of the Issuer under successive versions of the Issuer's Amended and Restated Incentive Compensation Plan, as amended (the "Incentive Plan").

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: "As described more fully in Item 5 below, as general partner of the Partnerships, PGP may be deemed to beneficially own 1,436,951 shares of Common Stock held by the Partnerships. PIPS may be deemed to beneficially own 41,437 shares of Common Stock held on behalf of the employee profit-sharing plan participants. Messrs. Smith and Vassalluzzo may be deemed to beneficially own 94,898 and 2,758 shares of Common Stock, respectively, in their capacities as investment managers for several managed accounts, which consist of investment accounts for: (i) a private charitable foundation established by Mr. Smith and for which Mr. Smith acts as trustee (the "Foundation") and (ii) certain family members of Mr. Vassalluzzo and certain individual accounts managed by Mr. Smith. The Partnerships, PIPS and the managed accounts are referred to collectively herein as the "Managed Accounts." The 1,576,044 shares of Common Stock owned by the Managed Accounts (the "Managed Account Shares") were acquired by the Reporting Persons on behalf of the Managed Accounts for the purpose of achieving the investment goals of the Managed Accounts. Mr. Vassalluzzo currently serves as a director of the Issuer and may be deemed to beneficially own 65,400 shares of Common Stock for his own account, including 51,000 shares of Common Stock acquired for investment purposes, 13,266 shares of Common Stock received for vested RSUs awarded under the Issuer's Incentive Plan, and 1,134 unvested restricted stock units awarded under the Issuer's Incentive Plan. In addition, Mr. Smith may be deemed to beneficially own 567,397 shares held by Ridgeview Smith Investments LLC, a limited liability company established by Mr. Smith, the sole member of which is a revocable trust established by Mr. Smith for the benefit of his family (the "Ridgeview Shares"). Mr. Smith acquired the Ridgeview Shares for investment purposes. In addition to the above, depending upon market conditions, the availability of funds, an evaluation of alternative investments, and such other factors as may be considered relevant, each of the Reporting Persons may purchase or sell shares of Common Stock if deemed appropriate and opportunities to do so are available, in each case, on such terms and at such times as such Reporting Person considers desirable. The Reporting Persons may talk or hold discussions with various parties, including, but not limited to, the Issuer's management, its board of directors, and other shareholders and third parties, for the purpose of developing and implementing strategies to maximize shareholder value, including strategies that may, in the future, result in the occurrence of one or more of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Subject to the foregoing, none of the Reporting Persons has any present plan or proposal which relates to or would result in any of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. In addition, each Reporting Person disclaims any obligation to report any plan or proposal known to such Reporting Person solely as a result of Mr. Vassalluzzo's position as a director of the Issuer and his participation in such capacity in decisions involving an action or event described in clauses (a) through (j) in Item 4 of Schedule 13D."

Based on information included in the Quarterly Report on Form 10-Q filed by the Issuer on April 30, 2025, which disclosed that 11,603,475 shares of Common Stock were outstanding as of April 23, 2025, the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons is as follows: PGP - 1,436,951 shares (12.4%); Prescott Associates - 911,132 shares (7.8%); PIPS - 41,437 shares (0.4%); Mr. Smith - 662,295 shares (5.7%); and Mr. Vassalluzzo - 68,158 shares (0.6%).

PGP, as the general partner of the Partnerships, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 1,436,951 shares. Prescott Associates has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 911,132 shares. PIPS has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 41,437 shares. Messrs. Smith and Vassalluzzo have the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 587,845 and 68,158 shares, respectively. In their capacities as investment managers for managed accounts, Messrs. Smith and Vassalluzzo may be deemed to share the power to vote or to direct the vote of 74,450 and no shares, respectively, and to share the power to dispose or to direct the disposition of 74,450 and no shares, respectively. Voting and investment authority over investment accounts established for the benefit of certain family members and friends of Messrs. Smith and Vassalluzzo is subject to each beneficiary's right, if so provided, to terminate or otherwise direct the disposition of the investment account.

During the past 60 days, the Reporting Persons effected transactions involving shares of Common Stock as follows: On July 2, 2025, Prescott Associates distributed 42,329 shares of Common Stock in kind to a limited partner in partial satisfaction of a withdrawal request from the limited partner. The distribution was effected pursuant to a direct DTC transfer from the brokerage account of Prescott Associates to the brokerage account of the limited partner. For purposes of the distribution, the shares were valued at the June 30th closing price of $509.43 per share. Additional transactions involving shares of Common Stock effected by the Reporting Persons during the past 60 days are set forth on Schedule A and are incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows: 1. Schedule A to the statement on Schedule 13D dated July 7, 2025. 2. Agreement relating to the joint filing of statement on Schedule 13D dated July 7, 2025.