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>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 14)*
|
RPC,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, $.10 Par Value
|
|
(Title
of Class of Securities)
|
|
749660
10 6
|
|
(CUSIP
Number)
|
|
Stephen
D. Fox
Arnall
Golden Gregory LLP171 17th Street NW, Suite
2100
Atlanta,
GA 30363
(404)
473-8500
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
|
September 30, 2020
and October 19, 2020
|
|
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
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).
|
CUSIP
No. 749660 10 6
|
Page
2 of
30
|
|
1
|
Name of
Reporting Person
Estate
of R. Randall Rollins
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
1,068,606
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
1,068,606
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,068,606
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.5
percent
|
|
|
14
|
Type of
Reporting Person
IN
|
|
|
1
|
Name of
Reporting Person
Gary W.
Rollins
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
5,199,461
|
|
|
8
|
Shared
Voting Power
136,351,919*
|
|
|
9
|
Sole
Dispositive Power
5,199,461
|
|
|
10
|
Shared
Dispositive Power
136,351,919*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
141,551,380*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
65.8
percent*
|
|
|
14
|
Type of
Reporting Person
IN
|
|
*
Includes the
following shares of Company common stock: (a) 862,613 shares of the
Company Common Stock held in a charitable trust of which he is a
co-trustee and as to which he shares voting and investment power;
(b) 84,675,913 shares held by
LOR, Inc., a Georgia corporation, (Mr.
Gary W. Rollins is an officer and director of LOR, Inc., and has a
50% voting interest in it.); (c) 11,292,525 shares held by RFT Investment Company, LLC (LOR,
Inc. is the manager of RFT Investment Company, LLC); (d) 101,510
shares held by LOR Investment Company, LLC, a Georgia limited
liability company, (LOR Investment Company, LLC is member managed,
and LOR, Inc. holds a majority of all voting interests in LOR
Investment Company, LLC) (e) 2,544,785 shares held by Rollins
Holding Company, Inc., a Georgia corporation (Mr. Gary W. Rollins
is an officer and director of Rollins Holding Company, Inc., and
has a 50% voting interest in it.), (f) 15,677,030 shares held by
RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the
managing member of RCTLOR, LLC), (g) 889,242 shares held by
RFA Management Company, LLC, a Georgia limited liability company,
the manager of which is LOR, Inc.; (h) 582,471 shares held by 1997 RRR
Grandchildren’s Partnership, a Georgia general partnership,
the partners of which are multiple trusts benefiting the
grandchildren and more remote descendants of his brother, Mr. R.
Randall Rollins (Mr. Gary W. Rollins is a trustee of each such
trust), (i) 4,815,172 shares held by WNEG Investments, L.P.,
a Georgia limited partnership, (Mr. Gary Rollins is the sole member
of the sole general partner of WNEG Investments, L.P.),
(j) 17 shares held by RFPS
Investments II,
|
CUSIP
No. 749660 10 6
|
Page 4
of 30
|
L.P.
(The general partner of RFPS Investments II, L.P. is LOR Investment
Company, LLC); (k) 3,224,504 shares
held by two revocable trusts established by Mr. Gary W. Rollins, as
to each of which he is the sole trustee; (l) 10,279,139 shares held by seven trusts (the
“Rollins Family Trusts”) for the benefit of the
children and/or more remote descendants of his brother, Mr. R.
Randall Rollins; (m) 335,422 shares held by the R. Randall
Rollins 2012 Trust; and (n) 1,068,606
shares currently held by the Estate of R. Randall Rollins, which
shares are expected to be transferred within sixty days to the R.
Randall Rollins 2012 Trust (The trustee of each of the Rollins
Family Trusts and the R. Randall Rollins 2012 Trust is a
corporation over which Mr. Gary W. Rollins has the ability to
assert control within sixty days). It is expected that the R.
Randall Rollins 2012 Trust will distribute all of its Company
shares within sixty days of receipt of shares from the
Estate. Also includes 2,970 shares of Company Common Stock held
by his wife. The reporting person
disclaims beneficial ownership of these shares except to the extent
of the reporting person’s pecuniary
interest.
|
CUSIP
No. 749660 10 6
|
Page 5
of 30
|
|
1
|
Name of
Reporting Person
RFA
Management Company, LLC
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole Voting
Power
889,242
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
889,242
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
889,242
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.4
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
6 of
30
|
|
1
|
Name of
Reporting Person
RFPS
Investments II, L.P.
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
17
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
17
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
17
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 749660 10 6
|
Page
7 of
30
|
|
1
|
Name of
Reporting Person
LOR,
Inc.
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole Voting
Power
84,675,913
|
|
|
8
|
Shared
Voting Power
27,960,324*
|
|
|
9
|
Sole
Dispositive Power
84,675,913
|
|
|
10
|
Shared
Dispositive Power
27,960,324*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
112,636,237*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
52.4
percent*
|
|
|
14
|
Type of
Reporting Person
CO
|
|
*
Includes the following shares of Company common
stock: (a) 101,510 shares held
by LOR Investment Company, LLC, a Georgia limited liability
company, (LOR Investment Company, LLC is member managed, and LOR,
Inc. holds a majority of all voting interests in LOR Investment
Company, LLC); (b) 15,677,030 shares held by RCTLOR, LLC, a Georgia
limited liability company, (LOR, Inc. is the managing member of
RCTLOR, LLC); (c) 11,292,525 shares held by RFT Investment Company,
LLC, of which LOR, Inc. is the manager; (d) 889,242 shares held
by RFA Management Company, LLC, a Georgia limited liability
company, the manager of which is LOR, Inc.; and (e) 17 shares held
by RFPS Investments II, L.P. (The general partner of RFPS
Investments II, L.P. is LOR Investment Company, LLC). The reporting person disclaims beneficial
ownership of these shares except to the extent of the reporting
person’s pecuniary interest.
|
CUSIP
No. 749660 10 6
|
Page
8 of
30
|
|
1
|
Name of
Reporting Person
LOR
Investment Company, LLC
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole Voting
Power
101,510
|
|
|
8
|
Shared
Voting Power
17*
|
|
|
9
|
Sole
Dispositive Power
101,510
|
|
|
10
|
Shared
Dispositive Power
17*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
101,527
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
*
Includes 17 shares held by RFPS Investments II, L.P. The general
partner of RFPS Investments II, L.P. is LOR Investment Company,
LLC.
|
CUSIP
No. 749660 10 6
|
Page 9
of 30
|
|
1
|
Name of
Reporting Person
RFT
Investment Company, LLC
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
11,292,525
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
11,292,525
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
11,292,525
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
5.3
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
10 of
30
|
|
1
|
Name of
Reporting Person
Rollins
Holding Company, Inc.
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
2,544,785
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
2,544,785
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,544,785
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.2
percent
|
|
|
14
|
Type of
Reporting Person
CO
|
|
|
CUSIP
No. 749660 10 6
|
Page
11 of
30
|
|
1
|
Name of
Reporting Person
The R.
Randall Rollins Voting Trust U/A dated August 25, 1994
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
1,171
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
1,171
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,171
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page 12
of 30
|
|
1
|
Name of
Reporting Person
The
Gary W. Rollins Voting Trust U/A dated September 14,
1994
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
1,171
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
1,171
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,171
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page 13
of 30
|
|
1
|
Name of
Reporting Person
RCTLOR,
LLC
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
15,677,030
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
15,677,030
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
15,677,030
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
7.3
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
14 of
30
|
|
1
|
Name of
Reporting Person
1997
RRR Grandchildren’s Partnership
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
582,471
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
582,471
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
582,471
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.3
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 749660 10 6
|
Page 15
of 30
|
|
1
|
Name of
Reporting Person
2007
GWR Grandchildren’s Partnership
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
1,045,989
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
1,045,989
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,045,989
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.5
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 749660 10 6
|
Page
16 of
30
|
|
1
|
Name of
Reporting Person
The
Gary W. Rollins Revocable Trust
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
3,223,333
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
3,223,333
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
3,223,333
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.5
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 749660 10 6
|
Page
17 of
30
|
|
1
|
Name of
Reporting Person
WNEG
Investments, L.P.
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
4,815,172
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
4,815,172
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
4,815,172
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.2
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 749660 10 6
|
Page
18 of
30
|
|
1
|
Name of
Reporting Person
The R.
Randall Rollins 2012 Trust
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☐
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
335,422
|
|
|
8
|
Shared
Voting Power
1,068,606*
|
|
|
9
|
Sole
Dispositive Power
335,422
|
|
|
10
|
Shared
Dispositive Power
1,068,606*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,404,028*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.7
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
*
Includes 1,068,606 shares held by the Estate of R. Randall Rollins,
which shares are expected to be
transferred within sixty days to the R. Randall Rollins 2012 Trust.
It is expected that the R. Randall Rollins 2012 Trust will
distribute all of its Company shares within sixty days of receipt
of shares from the Estate.
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CUSIP
No. 749660 10 6
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Page
19 of
30
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Item
1.
Security and Issuer
This
Amendment No. 14 to Schedule 13D relates to the common stock, $0.10
par value per share (the “Common Stock”), of RPC, Inc.,
a Delaware corporation (the “Company”). The original
Schedule 13D was filed on November 8, 1993, as amended by Amendment
No. 1 filed on March 5, 1996, Amendment No. 2 filed on January 10,
2003, Amendment No. 3 filed on May 1, 2003, Amendment No. 4 filed
on October 14, 2003, Amendment No. 5 filed on December 14, 2006,
Amendment No. 6 filed on August 3, 2007, Amendment No. 7 filed on
August 29, 2007, Amendment No. 8 filed on November 20, 2007,
Amendment No. 9 filed on January 25, 2013, Amendment No. 10 filed
on December 11, 2014, Amendment No. 11 filed on August 7, 2019,
Amendment No. 12 filed on July 2, 2020, and Amendment No. 13 filed
on August 21, 2020 (collectively, the “Schedule 13D, as
amended”). The Schedule 13D, as amended, is incorporated by
reference herein. The principal executive office of the Company is
located at:
|
|
|
2801
Buford Highway NE, Suite 300
|
|
|
|
Atlanta,
Georgia 30329
|
Item
2.
Identity and Background
1.
The Estate of R.
Randall Rollins is a reporting person filing this statement. Its
principal business address is c/o RFA Management Company, LLC, 1908
Cliff Valley Way NE, Atlanta, Georgia 30329.
(d)
None.
(e)
None
2.
(a) Gary
W. Rollins is a reporting person filing this
statement.
(b)
His principal
business address is 2170 Piedmont Road, N.E., Atlanta, Georgia
30324.
(c)
His principal
occupation is Chairman and Chief Executive Officer of Rollins,
Inc., engaged in the provision of pest and termite control
services, the business address of which is 2170 Piedmont Road,
N.E., Atlanta, Georgia 30324.
(d)
None.
(e)
None
(f)
United States.
3.
RFA Management
Company, LLC is a reporting person filing this statement. It is a
Georgia limited liability company, and its principal business
address is 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its
principal business is to serve as a family office investment
manager.
(d)
None.
(e)
None.
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4.
RFPS Investments
II, L.P. is a reporting person filing this statement. It is a
Georgia limited partnership, and its principal business address is
c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta,
Georgia 30329. Its principal business is to serve as a private
investment holding company.
(d)
None.
(e)
None.
5.
LOR, Inc. is a
reporting person filing this statement. It is a Georgia
corporation, and its principal business address is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329. Its principal business is to serve as a private investment
holding company.
(d)
None.
(e)
None.
6.
LOR Investment
Company, LLC is a reporting person filing this statement. It is a
Georgia limited liability company, and its principal business
address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way
NE, Atlanta, Georgia 30329. Its principal business is to serve as a
private investment holding company.
(d)
None.
(e)
None.
7.
RFT Investment
Company, LLC is a reporting person filing this statement. It is a
Georgia limited liability company, and its principal business
address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way
NE, Atlanta, Georgia 30329. Its principal business is to serve as a
private investment holding company.
(d)
None.
(e)
None.
8.
Rollins Holding
Company, Inc. is a reporting person filing this statement. It is a
Georgia corporation, and its principal business address is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329. Its principal business is to serve as a private investment
holding company.
(d)
None.
(e)
None.
9.
The R. Randall
Rollins Voting Trust U/A dated August 25, 1994 (the “RRR
Voting Trust”) is a reporting person filing this statement.
RRR Voting Trust is a revocable trust established by R. Randall
Rollins, the current beneficiary of which is his spouse. Amy R.
Kreisler, Pamela R. Rollins, and Timothy C. Rollins are co-trustees
of RRR Voting Trust. The principal business address of RRR Voting
Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE,
Atlanta, Georgia 30329.
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Page 21
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(d)
None.
(e)
None.
10.
The Gary W. Rollins
Voting Trust U/A dated September 14, 1994 (the “GWR Voting
Trust”) is a reporting person filing this statement. GWR
Voting Trust is a revocable trust established by and for the
benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of
GWR Voting Trust. The principal business address of GWR Voting
Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE,
Atlanta, Georgia 30329.
(d)
None.
(e)
None.
11.
RCTLOR, LLC is a
reporting person filing this statement. It is a Georgia limited
liability company, and its principal business address is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329. Its principal business is to serve as a private investment
holding company.
(d)
None.
(e)&#
xA0;
None.
12.
1997 RRR
Grandchildren’s Partnership is a reporting person filing this
statement. It is a Georgia general partnership, and its principal
business address is c/o RFA Management Company, LLC, 1908 Cliff
Valley Way NE, Atlanta, Georgia 30329. It is a family investment
entity.
(d)
None.
(e)
None.
13.
2007 GWR
Grandchildren’s Partnership is a reporting person filing this
statement. It is a Georgia general partnership, and its principal
business address is c/o RFA Management Company, LLC, 1908 Cliff
Valley Way NE, Atlanta, Georgia 30329. It is a family investment
entity.
(d)
None.
(e)
None.
14.
The Gary W. Rollins
Revocable Trust is a reporting person filing this statement. It is
a revocable trust established by and for the benefit of Gary W.
Rollins. Gary W. Rollins is the sole trustee of The Gary W. Rollins
Revocable Trust. The principal business address of The Gary W.
Rollins Revocable Trust is c/o RFA Management Company, LLC, 1908
Cliff Valley Way NE, Atlanta, Georgia 30329.
(d)
None.
(e)
None.
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Page 22
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|
15.
WNEG Investments,
L.P. is a reporting person filing this statement. It is a Georgia
limited partnership, and its principal business address is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329. It is a family investment entity.
(d)
None.
(e)
None.
16.
The R. Randall
Rollins 2012 Trust is a reporting person filing this statement. It
is a Georgia trust established by R. Randall Rollins for the
benefit of certain of his family members and/or a charitable trust.
The trustee of the R. Randall Rollins
2012 Trust is a corporation over which Mr. Gary W. Rollins has the
ability to assert control within sixty days. The principal
business address of The R. Randall Rollins 2012 Trust is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329.
(d)
None.
(e)
None.
17.
WNEG Management
Company, LLC is the general partner of WNEG Investments, L.P.,
which is a reporting person filing this statement. It is a Georgia
limited liability company, and its principal business address is
c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta,
Georgia 30329. It is a family investment entity, and Gary W.
Rollins is its sole manager and member.
(d)
None.
(e)
None.
18.
(a)
Thomas Hamilton
Claiborne is a director of LOR, Inc., which is a reporting person
filing this statement.
(b)
His address is 15 Ellensview Ct., Richmond, VA 23226.
(c)
His principal
occupation is Managing Director, Mary Oppenheimer Daughters
Holdings Limited, the business address of which is Mary Oppenheimer
Daughters Holdings Limited, 2nd Floor Cycle
360 House, Isle of Man Business Park, Douglas, Isle of Man IM2
2QZ.
(d)
None.
(e)
None.
(f)
United States.
19.
(a)
Amy R. Kreisler is
a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
Her business address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
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Page 23
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(c)
Her principal
occupation is Executive Director—The O. Wayne Rollins
Foundation and The Ma-Ran Foundation (private charitable entities),
the business address of which is 1908 Cliff Valley Way NE, Atlanta,
GA 30329.
(d)
None.
(e)
None.
(f)
United States.
20.
(a)
Paul Morton is a
director of LOR, Inc., which is a reporting person filing this
statement.
(b)
His business address is 3620 Happy Valley Road, Suite 202,
Lafayette, CA 94549.
(c)
His principal
occupation is Managing Director, Morton Management LLC, the
business address of which is 3620 Happy Valley Road, Suite 202,
Lafayette, CA 94549.
(d)
None.
(e)
None.
(f)
United States.
21.
(a)
Pamela R. Rollins
is a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
Her business address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(c)
Her principal
occupation is as Board member for Young Harris College, and Board
member of National Monuments Foundation and the O. Wayne Rollins
Foundation, the business address of which is 1908 Cliff Valley Way
NE, Atlanta, GA 30329.
(d)
None.
(e)
None.
(f)
United States.
22.
(a)
Timothy C. Rollins
is a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
1908 Cliff Valley Way NE, Atlanta, GA 30329.
(c)
His principal
occupation is Vice President of Rollins Investment Company
(management services), the business address of which is 1908 Cliff
Valley Way NE, Atlanta, GA 30329.
(d)
None.
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Page 24
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|
(e)
None.
(f)
United States.
23.
Nine family trusts
(the “1976 RRR Trusts”) are the general partners of
1997 RRR Grandchildren’s Partnership, which is a reporting
person filing this statement. The 1976 RRR Trusts are irrevocable
trusts established by R. Randall Rollins for the benefit of his
grandchildren and more remote descendants. Gary W. Rollins is a
trustee of the 1976 RRR Trusts and exercises de facto control over
them. The principal business address of the 1976 RRR Trusts is c/o
RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta,
Georgia 30329.
(d)
None.
(e)
None.
24.
Four family trusts
(the “1976 GWR Trusts”) are the general partners of
2007 GWR Grandchildren’s Partnership, which is a reporting
person filing this statement. The 1976 GWR Trusts are irrevocable
trusts established by Gary W. Rollins for the benefit of his
grandchildren and more remote descendants. The principal business
address of the 1976 GWR Trusts is c/o RFA Management Company, LLC,
1908 Cliff Valley Way NE, Atlanta, Georgia 30329.
(d)
None.
(e)
None.
25.
(a)
Donald P. Carson is
a director and the Secretary and Treasurer of LOR, Inc., which is a
reporting person filing this statement. He is also a director and
the Secretary and Treasurer of Rollins Holding Company, Inc., which
is a reporting person filing this statement.
(b)
His business address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(c)
His principal
occupation is President, RFA Management Company, LLC, the business
address of which is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(d)
None.
(e)
None.
(f)
United States.
Item
3.
Source and Amount of Funds or Other Consideration
See the
Schedule 13D, as amended for historical information. On October 19,
2020, Mr. Gary Rollins ceased to be a trustee of the Ma-Ran
Foundation, and as a result, ceased to beneficially own the
2,643,001 shares of Company common stock owned by it. In addition,
on September 30, 2020, Mr. Gary W. Rollins declined to act as
executor of the Estate of R. Randall Rollins, and as a result,
would have ceased to beneficially own the 1,068,606 shares of
Company common stock owned by that Estate; however, it is expected
that these shares will be transferred
by the Estate within sixty days to the R. Randall Rollins 2012
Trust (The trustee of the R. Randall Rollins 2012 Trust is a
corporation over which Mr. Gary W. Rollins has the ability to
assert control within sixty days. The corporation became the
trustee of the R. Randall Rollins 2012 Trust upon the death of R.
Randall Rollins). It is expected that the R. Randall Rollins 2012
Trust will distribute all of its Company shares within sixty days
of the receipt of shares from the Estate. No consideration
was or is expected to be paid or received in connection with any of
these events.
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CUSIP
No. 749660 10 6
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Page
25 of
30
|
Item
4.
Purpose of Transaction
See the
Schedule 13D, as amended.
Item
5.
Interest in Securities of the Issuer
(a)-(b)
See the cover pages
to this Amendment.
Mr.
Thomas Claiborne does not beneficially own any shares of Company
Common Stock.
Ms. Amy
R. Kreisler beneficially owns 5,397,860 shares of Company Common
Stock (2.5%), as to which she shares voting and dispositive power.
She has sole voting and dispositive power with respect to 2,367,228
shares and shared voting and dispositive power with respect to
3,030,632 shares. These shares include 2,643,001 shares of Company
Common Stock held in a charitable trust of which she is a
co-trustee and the Executive Director. Also includes 387,631 shares
held by the 2002 Amy R. Kreisler Trust, as to which she currently
has the power to designate the members of the Investment Committee
of the trustee. Excludes 1,561,261 shares of Company Common Stock
held indirectly through two family limited partnerships of which
Ms. Kreisler is a general partner.Also excludes 1,068,606 shares
held by the Estate of R. Randall Rollins, as to which Ms. Kreisler
is a co-executor.
Mr.
Paul Morton beneficially owns 1,750 shares of Company Common Stock
(0.0%) as to which shares he has sole voting and dispositive
power.
Ms.
Pamela R. Rollins beneficially owns 4,563,607 shares of Company
Common Stock (2.1%). She has sole voting and dispositive power with
respect to 1,532,975 shares, and shared voting and dispositive
power with respect to 3,030,632 shares. These shares include
2,643,001 shares of Company Common Stock held in a charitable trust
of which she is a co-trustee. Also includes 387,631 shares held by
the 2002 Pamela R. Rollins Trust, as to which she currently has the
power to designate the members of the Investment Committee of the
trustee. Excludes 1,561,261 shares of Company Common Stock held
indirectly through two family limited partnerships of which
Ms. Rollins is a general partner. Also excludes 1,068,606
shares held by the Estate of R. Randall Rollins, as to which Ms.
Rollins is a co-executor.
Mr.
Timothy C. Rollins beneficially owns 4,065,890 shares of Company
Common Stock (1.9%). He has sole voting and dispositive power with
respect to 1,033,728 shares, and shared voting and dispositive
power with respect to 3,032,162 shares. These shares include
2,643,001 shares of Company Common Stock held in a charitable trust
of which he is a co-trustee. Also includes 1,530 shares of Company
Common Stock held by his spouse. Also includes 387,631 shares held
by the 2002 Timothy C. Rollins Trust, as to which he currently has
the power to designate the members of the Investment Committee of
the trustee. Excludes 1,561,261 shares of Company Common Stock held
indirectly through two family limited partnerships of which
Mr. Rollins is a general partner. Also excludes 1,068,606
shares held by the Estate of R. Randall Rollins, as to which Mr.
Rollins is a co-executor.
The
1976 RRR Trusts beneficially own 582,471 shares of Company Common
Stock (0.3%). They have sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 582,471 shares.
These shares include 582,471 shares
of Company Common Stock held by 1997 RRR Grandchildren’s
Partnership.
The
1976 GWR Trusts beneficially own 1,045,989 shares of Company Common
Stock (0.5%). They have sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 1,045,989 shares. These shares include 1,045,989
shares of Company Common Stock held by 2007 GWR
Grandchildren’s Partnership.
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No. 749660 10 6
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Page
26 of
30
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WNEG
Management Company, LLC beneficially owns 4,815,172 shares of
Company Common Stock (2.2%). It has sole voting and dispositive
power with respect to zero shares, and shared voting and
dispositive power with respect to 4,815,172 shares. These shares
include 4,815,172 shares of Company Common Stock held by WNEG
Investments, L.P.
Mr.
Donald P. Carson beneficially owns 862,613 shares of Company Common
Stock (0.4%). He has sole voting and dispositive power with respect
to zero shares, and shared voting and dispositive power with
respect to 862,613 shares. These shares include 862,613 shares of
Company Common Stock held in a charitable trust of which he is a
co-trustee.
(c)
No transactions in Company common stock were effected by, or with
respect to, the reporting persons and the other persons listed in
Item 2 within 60 days of the date hereof.
(d)
None.
(e)
Because Mr. Gary W. Rollins declined to act as the executor of the
Estate of Randall R. Rollins, the Estate is no longer a part of the
group filing this Amendment and is not the beneficial owner of in
excess of 5% of the Company’s common stock. In addition, upon
the death of R. Randall Rollins, the R. Randall Rollins 2012 Trust
ceased to be a part of the group filing this Amendment and is not
the beneficial owner of in excess of 5% of the Company’s
common stock.
Item 6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See the
Schedule 13D, as amended, for historical information. Except as
disclosed in the Schedule 13D, as amended, there are no such
contracts, arrangements, understandings, or relationships with
respect to any securities of the Company, including but not limited
to transfer or voting of any of such securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
Item
7.
Material to be Filed as Exhibits
(A)
Agreement of filing
persons relating to filing of joint statement per Rule
13d-1(k).
See the
Schedule 13D, as amended, for historical information.
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Page 27
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Signature.
After
reasonable inquiry each of the undersigned certifies that to the
best of his knowledge and belief the information set forth in this
statement is true, complete and correct.
/s/
Gary W. Rollins
Date: December 9,
2020
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR Investment Company, LLC, in its capacity as General Partner
of
RFPS INVESTMENTS II, L.P., and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As Trustee of
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994, and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP, and
As Trustee of
GARY W. ROLLINS REVOCABLE TRUST, and
As Sole Manager and Member of
WNEG Management Company, LLC, in its
Capacity as General Partner of
WNEG INVESTMENTS, L.P., and
As President of Nevada Oversight, Inc.,
in its Capacity as Trustee of
R. RANDALL ROLLINS 2012 TRUST
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No. 749660 10 6
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Page
28 of
30
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R. RANDALL
ROLLINS VOTING TRUST U/A
DATED AUGUST 25,
1994
By: /s/ Amy R.
Kreisler
Date: December 9, 2020
Amy
R. Kreisler, trustee
2007 GWR
GRANDCHILDREN’S PARTNERSHIP
By: /s/ Donald
P.
Carson
Date: December 9, 2020
Donald
P. Carson, as co-trustee of the
1976
GWR Trusts, each a General Partner
ESTATE OF R.
RANDALL ROLLINS
By: /s/ Amy R.
Kreisler
Date:
December 9, 2020
Amy
R. Kreisler, Co-Executor
Page
29 of
30
EXHIBIT A
The
undersigned each hereby certifies and agrees that the above
Amendment to Schedule 13D concerning securities issued by RPC, Inc.
is being filed on behalf of each of the undersigned.
/s/ Gary W.
Rollins
Date: December
9, 2020
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR Investment Company, LLC, in its capacity as General Partner
of
RFPS INVESTMENTS II, L.P., and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As Trustee of
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994, and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP, and
As Trustee of
GARY W. ROLLINS REVOCABLE TRUST, and
As Sole Manager and Member of
WNEG Management Company, LLC, in its
Capacity as General Partner of
WNEG INVESTMENTS, L.P., and
As President of Nevada Oversight, Inc.,
in its Capacity as Trustee of
R. RANDALL ROLLINS 2012 TRUST
Page
30 of
30
R. RANDALL
ROLLINS VOTING TRUST U/A
DATED AUGUST 25,
1994
By: /s/ Amy R.
Kreisler
Date: December 9, 2020
Amy
R. Kreisler, trustee
2007 GWR
GRANDCHILDREN’S PARTNERSHIP
By: /s/ Donald
P.
Carson
Date: December 9, 2020
Donald
P. Carson, as co-trustee of the
1976
GWR Trusts, each a General Partner
ESTATE OF R.
RANDALL ROLLINS
By: /s/ Amy R.
Kreisler
Date:
December 9, 2020
Amy
R. Kreisler, Co-Executor