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. 7)
Marine Products
Corporation
|
(Name of
Issuer)
|
Common Stock, $.10
Par Value
|
(Title of Class of Securities)
|
568427 10
8
|
(CUSIP Number)
|
Stephen
D. Fox
Arnall
Golden Gregory LLP
171
17th
Street NW, Suite 2100
Atlanta,
GA 30363
(404)
473-8500
|
(Name, address and telephone number of
person
authorized to receive notices and
communications)
|
August 3, 2020 and August 17,
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.
568427
10 8
|
|
Page 2 of 29
Pages
|
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
1,101,971
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
1,101,971
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,101,971
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.2
percent
|
|
14
|
Type of
Reporting Person
IN
|
|
CUSIP No.
568427
10 8
|
|
|
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
975,050
|
|
8
|
Shared
Voting Power
23,409,032*
|
|
9
|
Sole
Dispositive Power
975,050
|
|
10
|
Shared
Dispositive Power
23,409,032*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,384,082*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
<
/div>
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
71.8
percent*
|
|
14
|
Type of
Reporting Person
IN
|
|
*
Includes 109,296 shares of Company Common Stock held in two
charitable trusts of which he is a co-trustee and as to which he
shares voting and investment power. Also includes shares acquired
by the following entities in connection with the dissolution of
RFPS Investments III, L.P.: (a) LOR, Inc., a Georgia corporation, 19,121,663
shares (Mr. Gary W. Rollins is an officer and director of LOR,
Inc., and has a 50% voting interest in it.), (b) RFT Investment
Company, LLC, 297,913 shares (LOR, Inc. is the manager of RFT
Investment Company, LLC), (c) LOR Investment Company, LLC, a
Georgia limited liability company, 16,597 shares (LOR Investment
Company, LLC is member managed, and LOR, Inc. holds a majority of
all voting interests in LOR Investment Company, LLC), (d) Rollins
Holding Company, Inc., a Georgia corporation, 343,479 shares
(Mr. Gary W. Rollins is an officer and director of Rollins
Holding Company, Inc., and has a 50% voting interest in it.), (e)
RCTLOR, LLC, a Georgia limited liability company, 1,065,475 shares
(LOR, Inc. is the managing member of RCTLOR, LLC), (f) 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, 39,586 shares (Mr. Gary W. Rollins is a trustee of
each such trust), (g) WNEG Investments, L.P., a Georgia
limited partnership, 327,258 shares (Mr. Gary Rollins is the sole
member of the sole general partner of WNEG Investments, L.P.),
(h) two revocable trusts established
by Mr. Gary W. Rollins, as to each of which he is the sole trustee,
219,149 shares, and (h) two trusts (the “Rollins Family
Trusts”) for the benefit of the children and/or more remote
descendants of his brother, Mr. R. Randall Rollins, 535,265 shares.
Also includes an additional 74,527 shares of Company Common
Stock held by one of the Rollins Family Trusts. Also includes 156,838 shares held by RFA
Management Company, LLC, a Georgia limited liability company, the
manager of which is LOR, Inc. Also includes 15 shares held by RFPS
Investments III, L.P. The general partner of RFPS Investments III,
L.P. is LOR Investment Company, LLC. Also includes 1,101,971 shares
held by the Estate of R. Randall Rollins, of which Mr. Gary W.
Rollins is the designated executor. The reporting person disclaims beneficial
ownership of these shares except to the extent of the reporting
person’s pecuniary interest. Mr. Rollins’ direct
holdings include 63,421 shares acquired by Mr. Rollins in
connection with the dissolution of RFPS Investments III,
L.P.
CUSIP No.
568427
10 8
|
|
Page 4 of 29
Pages
|
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
156,838
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
156,838
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
156,838
|
|
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
OO
|
|
CUSIP No.
568427
10 8
|
|
Page 5 of 29
Pages
|
1
|
Name of
Reporting Person
RFPS
Investments III, 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
15
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
15
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
15
|
|
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.
568427
10 8
|
|
Page 6 of 29
Pages
|
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
19,121,663
|
|
8
|
Shared
Voting Power
1,536,838*
|
|
9
|
Sole
Dispositive Power
19,121,663
|
|
10
|
Shared
Dispositive Power
1,536,838*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
20,658,501*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
60.8
percent*
|
|
14
|
Type of
Reporting Person
CO
|
|
*
Includes 156,838 shares held by RFA
Management Company, LLC, a Georgia limited liability company, the
manager of which is LOR, Inc. Also
includes shares acquired by the following entities in connection
with the dissolution of RFPS Investments III, L.P.: (a)
RFT Investment Company, LLC., 297,913
shares (LOR, Inc. is the manager of RFT Investment Company, LLC),
(b) LOR Investment Company, LLC, a Georgia limited liability
company, 16,597 shares (LOR Investment Company, LLC is member
managed, and LOR, Inc. holds a majority of all voting interests in
LOR Investment Company, LLC), and (c) RCTLOR, LLC, a Georgia
limited liability company, 1,065,475 shares (LOR, Inc. is the
managing member of RCTLOR, LLC). Also includes 15 shares
held by RFPS Investments III, L.P. The general partner of RFPS
Investments III, 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.
568427
10 8
|
|
Page 7 of 29
Pages
|
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
16,597
|
|
8
|
Shared
Voting Power
15*
|
|
9
|
Sole
Dispositive Power
16,597
|
|
10
|
Shared
Dispositive Power
15*
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
16,612*
|
|
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.
568427
10 8
|
|
Page 8 of 29
Pages
|
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
297,913
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
297,913
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
297,913
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.9
percent
|
|
14
|
Type of
Reporting Person
OO
|
|
CUSIP No.
568427
10 8
|
|
Page 9 of 29
Pages
|
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
343,479
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
343,479
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
343,479
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.0
percent
|
|
14
|
Type of
Reporting Person
CO
|
|
CUSIP No.
568427
10 8
|
|
Page 10 of 29
Pages
|
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
79
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
79
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
79
|
|
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.
568427
10 8
|
|
Page 11 of 29
Pages
|
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
79
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
79
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
79
|
|
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.
568427
10 8
|
|
Page 12 of 29
Pages
|
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
1,065,475
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
1,065,475
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,065,475
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.1
percent
|
|
14
|
Type of
Reporting Person
OO
|
|
CUSIP No.
568427
10 8
|
|
Page 13 of 29
Pages
|
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
39,586
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
39,586
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
39,586
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.1
percent
|
|
14
|
Type of
Reporting Person
PN
|
|
CUSIP No.
568427
10 8
|
|
Page 14 of 29
Pages
|
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
71,089
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
71,089
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
71,089
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.2
percent
|
|
14
|
Type of
Reporting Person
PN
|
|
CUSIP No.
568427
10 8
|
|
Page 15 of 29
Pages
|
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
219,070
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
219,070
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
219,070
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.6
percent
|
|
14
|
Type of
Reporting Person
OO
|
|
CUSIP No.
568427
10 8
|
|
Page 16 of 29
Pages
|
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
327,258
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
327,258
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
327,258
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.0
percent
|
|
14
|
Type of
Reporting Person
PN
|
|
CUSIP No.
568427
10 8
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Page 17 of 29
Pages
|
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
22,796
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
22,796
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
22,796
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.1
percent
|
|
14
|
Type of
Reporting Person
OO
|
|
CUSIP No.
568427
10 8
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|
Page 18 of 29
Pages
|
Item
1.
Security and Issuer
This
Amendment No. 7 to Schedule 13D relates to the Common Stock, $.10
par value, of Marine Products Corporation, a Delaware corporation
(the “Company”). The original Schedule 13D was filed on
January 10, 2003 and was amended by Amendment No. 1 filed on May 1,
2003, Amendment No. 2 filed on January 31, 2013, Amendment No. 3
filed on August 17, 2016, Amendment No. 4 filed on November 15,
2016, Amendment No. 5 filed on August 7, 2019, and Amendment No. 6
filed on July 2, 2020 (collectively the “Schedule 13D, as
amended”). The principal executive office of the Company is
located at:
2801
Buford Highway, 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 Vice 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.
CUSIP No.
568427
10 8
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Page 19 of 29
Pages
|
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.
4.
RFPS Investments
III, 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.
CUSIP No.
568427
10 8
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Page 20 of 29
Pages
|
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 and for the
benefit of R. Randall Rollins. Timothy C. Rollins is a trustee 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.
(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)
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.
CUSIP No.
568427
10 8
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Page 21 of 29
Pages
|
14.
The Gary W. Rollins
Revocable Trust 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.
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 revocable trust established by and for the
benefit of R. Randall Rollins. Timothy C. Rollins is a trustee of
The R. Randall Rollins 2012 Trust. 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.
CUSIP No.
568427
10 8
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Page 22 of 29
Pages
|
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.
(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.
CUSIP No.
568427
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Page 23 of 29
Pages
|
(d)
None.
(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 197
6 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.
CUSIP No.
568427
10 8
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Page 24 of 29
Pages
|
Item
3.
Source and Amount of Funds or Other Consideration
See the
Schedule 13D, as amended for historical information. Shares
distributed pursuant to the Dissolution, as defined in Item 5
below, were distributed for no consideration. Mr. R. Randall
Rollins died on August 17, 2020, and 1,101,971 shares became
property of his estate.
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 271,841 shares of Company Common
Stock (0.8%). She has sole voting and dispositive power with
respect to 162,545 shares, and shared voting and dispositive power
with respect to 109,296 shares. These shares include 109,296 shares
of Company Common Stock held in charitable trusts of which she is a
co-trustee. Excludes 20,171 shares of Company Common Stock held
indirectly through two family limited partnerships of which Ms.
Kreisler is a general partner.
Mr.
Paul Morton beneficially owns 900 shares of Company Common Stock
(0.0%) as to which shares he has sole voting and dispositive
power.
Ms.
Pamela R. Rollins beneficially owns 129,151 shares of Company
Common Stock (0.4%). She has sole voting and dispositive power with
respect to 116,353 shares, and shared voting and dispositive power
with respect to 12,798 shares. These shares include 12,798 shares
of Company Common Stock held in a charitable trust of which she is
a co-trustee. Excludes 20,171 shares of Company Common Stock held
indirectly through two family limited partnerships of which Ms.
Rollins is a general partner.
Mr.
Timothy C. Rollins beneficially owns 75,370 shares of Company
Common Stock (0.2%). He has sole voting and dispositive power with
respect to 75,086 shares, and shared voting and dispositive power
with respect to 284 shares. These shares include 284 shares of
Company Common Stock held by his wife, as to which Mr. Rollins
discla
ims any beneficial interest. Excludes 20,171 shares of
Company Common Stock held indirectly through two family limited
partnerships of which Mr. Rollins is a general
partner.
The
1976 RRR Trusts beneficially own 39,586 shares of Company Common
Stock (0.1%). They have sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 39,586 shares. These shares include 39,586 shares
of Company Common Stock held by 1997 RRR Grandchildren’s
Partnership.
The
1976 GWR Trusts beneficially own 71,089 shares of Company Common
Stock (0.2%). They have sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 71,089 shares. These shares include 71,089 shares
of Company Common Stock held by 2007 GWR Grandchildren’s
Partnership.
WNEG
Management Company, LLC beneficially owns 327,258 shares of Company
Common Stock (1.0%). It has sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 327,258 shares. These shares include 327,258 shares
of Company Common Stock held by WNEG Investments, L.P.
Mr.
Donald P. Carson beneficially owns zero shares of Company Common
Stock (0.0%).
CUSIP No.
568427
10 8
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Page 25 of 29
Pages
|
(c)
The
following transactions 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:
●
On June 30, 2020, pursuant to an Agreement for
Dissolution of Partnership dated June 30, 2020, RFPS
Management Company III, L.P. dissolved and distributed 22,497,441 shares of Company Common Stock
to RFPS Investments III, L.P., and 156,838 shares of Company Common Stock to
RFA Management Company, LLC, for no consideration.
●
On June 30, 2020, pursuant to an Agreement for
Dissolution of Partnership dated June 30, 2020, RFPS
Investments III, L.P. dissolved, and on August 3, 2020 it
distributed 22,497,426 shares
of Company Common Stock to its equity holders, for no consideration
(the “Dissolution”).
●
In
connection with the distribution of shares by RFPS Investments III,
L.P. in connection with its Dissolution on June 30, 2020 described
above, the following persons received shares of Company Common
Stock, for no consideration:
o
LOR,
Inc. –19,121,663 shares
o
LOR
Investment Company, LLC—16,597 shares
o
Rollins
Holding Company, Inc. –343,479 shares
o
RFT
Investment Company, LLC—297,913 shares
o
RRR
Voting Trust--79 shares
o
GWR
Voting Trust--79 shares
o
RCTLOR,
LLC—1,065,475 shares
o
1997
RRR Grandchildren’s Partnership—39,586
shares
o
2007
GWR Grandchildren’s Partnership—71,089
shares
o
Gary
W. Rollins—63,421 shares
o
Amy
R. Kreisler—160,545 shares
o
Pamela
R. Rollins—106,353 shares
o
Timothy
C. Rollins—70,086 shares
o
Rollins
Family Trusts—535,265 shares
o
The
Gary W. Rollins Revocable Trust—219,070 shares
o
WNEG Investments,
L.P.—327,258
shares
o
The R. Randall
Rollins 2012 Trust –22,796
shares
●
Mr. R. Randall
Rollins died on August 17, 2020, and 1,101,971 shares became the
property of his estate.
(d)
None.
(e)
Following the death
of R. Randall Rollins on August 17, 2020, the 2007 GWR
Grandchildren’s Partnership, the RRR Voting Trust, and the R.
Randall Rollins 2012 Trust ceased to be a part of the reporting
group and therefore ceased to beneficially own in excess of 5% of
outstanding Company common stock.
Item 6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Other
than as referenced above in Items 4 and 5, the content of which is
incorporated herein by reference, 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
See the
Schedule 13D, as amended, for historical information.
(A)
Agreement of filing
persons relating to filing of joint statement per Rule
13d-1(k).
(B)
Letter dated June 30, 2020. (incorporated
by reference to Item 7(B) contained in Amendment No. 6 to Schedule
13D filed on July 2, 2020.)
CUSIP No.
568427
10 8
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|
Page 26 of 29
Pages
|
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.
RFT INVESTMENT COMPANY, LLC
By: LOR,
INC., Manager
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
|
RFA MANAGEMENT COMPANY, LLC
By: LOR,
INC., Manager
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
|
RFPS INVESTMENTS III, L.P.
By:
LOR INVESTMENT COMPANY, LLC, General Partner
By: LOR,
INC., Class A Member
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, President
|
|
Date:
August 20, 2020
|
LOR INVESTMENT COMPANY, LLC
By: LOR,
INC., Class A Member
By:
/s/ Gary W.
Rollins
Gary W. Rollins,
President
|
|
Date:
August 20, 2020
|
ROLLINS HOLDING COMPANY, INC.
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
|
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, trustee
|
|
Date:
August 20, 2020
|
RCTLOR, LLC
By: LOR,
INC., Manager
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
|
LOR, INC.
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
|
CUSIP No.
568427
10 8
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Page 27 of 29
Pages
|
1997 RRR GRANDCHILDREN’S PARTNERSHIP
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, as co-trustee of the
1976
RRR Trusts, each a General Partner
|
|
Date:
August 20, 2020
|
GARY W. ROLLINS REVOCABLE TRUST
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, trustee
|
|
Date:
August 20, 2020
|
WNEG INVESTMENTS, L.P.
By: WNEG
MANAGEMENT COMPANY, LLC,
General
Partner
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Sole Manager and Member
|
|
Date:
August 20, 2020
|
/s/ Gary W.
Rollins
GARY W. ROLLINS
|
|
Date:
August 20, 2020
|
R. RANDALL ROLLINS VOTING TRUST U/A
DATED AUGUST 25, 1994
By: /s/ Timothy C. Rollins
Timothy
C. Rollins, trustee
|
|
Date:
August 20, 2020
|
2007 GWR GRANDCHILDREN’S PARTNERSHIP
By:
/s/ Donald P. Carson
Donald
P. Carson, as co-trustee of the
1976
GWR Trusts, each a General Partner
|
|
Date:
August 20, 2020
|
R. RANDALL ROLLINS 2012 TRUST
By:
/s/ Timothy C. Rollins
Timothy
C. Rollins, trustee
|
|
Date:
August 20, 2020
|
ESTATE OF R. RANDALL ROLLINS
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Designated Executor
|
|
Date:
August 20, 2020
|
CUSIP No.
568427
10 8
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Page 28 of 29
Pages
|
EXHIBIT A
The
undersigned each hereby certifies and agrees that the above
Amendment to Schedule 13D concerning securities issued by Marine
Products Corporation is being filed on behalf of each of the
undersigned.
RFT INVESTMENT COMPANY, LLC
By: LOR,
INC., Manager
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
|
RFA MANAGEMENT COMPANY, LLC
By: LOR,
INC., Manager
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
|
RFPS INVESTMENTS III, L.P.
By:
LOR INVESTMENT COMPANY, LLC, General Partner
By: LOR,
INC., Class A Member
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, President
|
|
Date:
August 20, 2020
|
LOR INVESTMENT COMPANY, LLC
By: LOR,
INC., Class A Member
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, President
|
|
Date:
August 20, 2020
|
ROLLINS HOLDING COMPANY, INC.
By: /s/
Gary W. Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
|
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, trustee
|
|
Date:
August 20, 2020
|
RCTLOR, LLC
By: LOR,
INC., Manager
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
|
|
Date:
August 20, 2020
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LOR, INC.
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Vice President
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Date:
August 20, 2020
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CUSIP No.
568427
10 8
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Page 29 of 29
Pages
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1997 RRR GRANDCHILDREN’S PARTNERSHIP
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, as co-trustee of the
1976
RRR Trusts, each a General Partner
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Date:
August 20, 2020
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GARY W. ROLLINS REVOCABLE TRUST
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, trustee
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Date:
August 20, 2020
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WNEG INVESTMENTS, L.P.
By: WNEG MANAGEMENT COMPANY, LLC,
General
Partner
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Sole Manager and Member
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Date:
August 20, 2020
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/s/ Gary W.
Rollins
GARY W. ROLLINS
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Date:
August 20, 2020
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R. RANDALL ROLLINS VOTING TRUST U/A
DATED AUGUST 25, 1994
By:
/s/ Timothy C. Rollins
Timothy
C. Rollins, trustee
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Date:
August 20, 2020
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2007 GWR GRANDCHILDREN’S PARTNERSHIP
By:
/s/ Donald P. Carson
Donald
P. Carson, as co-trustee of the
1976
GWR Trusts, each a General Partner
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Date:
August 20, 2020
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R. RANDALL ROLLINS 2012 TRUST
By:
/s/ Timothy C. Rollins
Timothy
C. Rollins, trustee
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Date:
August 20, 2020
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ESTATE OF R. RANDALL ROLLINS
By:
/s/ Gary W.
Rollins
Gary W.
Rollins, Designated Executor
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Date:
August 20, 2020
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