Sec Form 13D Filing - DOUGLAS KEVIN filing for - 2026-03-17

300A Drakes Landing Road, Suite 200, Greenbrae, CA 94904.

Kevin Douglas is an active securities and commodities investor, the Manager of Celtic Financial LLC, and is employed by Douglas Telecommunications, Inc., which has the same business address as the Filers. Michelle Douglas participates in nonprofit fund raising and in assisting Kevin Douglas in his investment activities. James E. Douglas, III is a high school teacher and has the same business address as the Filers.

During the last five years, none of the Filers was 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.

U.S.A.

The percentage of outstanding Common Shares of the Issuer which may be deemed to be beneficially owned by each of the Filers is set forth on Line 13 of such Filer's cover sheet. Such percentage was calculated based on 53,993,017 shares of the Issuer's Common Shares outstanding as of January 31, 2026, as reported on the Issuer's 10-K, filed with the U.S. Securities and Exchange Commission on February 25, 2026.

Item 5(b) of the Schedule 13D is amended and supplemented as follows: Kevin Douglas and his wife, Michelle Douglas, hold 3,600,746 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the Irrevocable Descendant's Trust FBO Alexander James Douglas which holds 602,311 shares, the Irrevocable Descendant's Trust FBO Amanda Anne Douglas which holds 602,310 shares, the Irrevocable Descendant's Trust FBO Jake Edward Douglas which holds 602,310 shares, and the Irrevocable Descendant's Trust FBO Summer Jean Douglas which holds 602,310 shares. Kevin Douglas holds 440,000 shares as the trustee and beneficiary of the Nonexempt Trust FBO Kevin G. Douglas. Kevin Douglas is the Manager of Celtic Financial LLC, which holds 571,989 shares, and has voting and dispositive power with respect to the shares held by Celtic Financial LLC. Kevin Douglas, as the settlor of the KGD intentionally defective grantor trust (the "KGD IDGT"), has the right to substitute property of equivalent value in return for the 28,352 shares held by the KGD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the KGD IDGT. Kevin Douglas shares dispositive power with respect to 440,000 shares held by the Nonexempt Trust FBO James E. Douglas, III, and 861,045 shares held by James E. Douglas, III. Michelle Douglas, as the settlor of the MMD intentionally defective grantor trust (the "MMD IDGT"), has the right to substitute property of equivalent value in return for the 28,352 shares held by the MMD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the MMD IDGT. James E. Douglas, III holds 440,000 shares as the trustee and beneficiary of the Nonexempt Trust FBO James E. Douglas, III.

On March 16, 2026, the Filers sold an aggregate of 568,000 Common Shares in a block sale transaction pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") at a price of $37.82 per share. The March 16, 2026 block sale was allocated among the Filers as follows: K&M Douglas Trust sold 261,600 shares; James E. Douglas, III sold 62,600 shares; KGD IDGT sold 34,300 shares; MMD IDGT sold 34,300 shares; Irrevocable Descendant's Trust FBO Alexander James Douglas sold 43,800 shares; Irrevocable Descendant's Trust FBO Amanda Anne Douglas sold 43,800 shares; Irrevocable Descendant's Trust FBO Jake Edward Douglas sold 43,800 shares; and Irrevocable Descendant's Trust FBO Summer Jean Douglas sold 43,800 shares. Except as described in this Item 5(c), during the past 60 days, none of the Filers have effected any transactions with respect to the Common Shares.

To the best knowledge of each of the Filers, no one other than the Filers have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Filers.

Not applicable.