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
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- 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. 35)
Willis Lease Finance Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
970646 10 5
(CUSIP Number)
Charles F. Willis, IV
c/o Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
(415) 408-4700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 2024
Date of Event Which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this statement, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) for other parties to whom copies are
to be sent.
The share numbers listed for voting and dispositive power as of a particular date include the number of shares into which options were exercisable or would be exercisable within 60 days of such date.
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 (the “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).
August 28, 2024
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CUSIP NO. 970646 10 5
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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CFW Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,134,148
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,134,148
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,134,148
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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29.84%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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August 28, 2024
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CUSIP NO. 970646 10 5
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Charles F. Willis, IV
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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927,214
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8
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SHARED VOTING POWER
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2,147,730
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9
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SOLE DISPOSITIVE POWER
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765,281
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10
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SHARED DISPOSITIVE POWER
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1,985,797
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,074,944
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.00%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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August 28, 2024
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CUSIP NO. 970646 10 5
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Austin Chandler Willis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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217,224
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8
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SHARED VOTING POWER
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646,895
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9
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SOLE DISPOSITIVE POWER
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133,911
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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864,119
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.08%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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August 28, 2024
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CUSIP NO. 970646 10 5
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Page 5 of 7 Pages
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The Schedule 13D filed with the Securities and Exchange Commission on December 11, 2000 (the “Initial 13D”) by CFW Partners, the Trust and Mr. Charles F. Willis, IV with respect to the Common Stock, par value $0.01
per share (the “Shares”), issued by Willis Lease Finance Corporation, a Delaware corporation (the “Issuer”), as amended on August 28, 2013, October 1, 2013, July 7, 2015, December 23, 2015, March 23, 2016, May 20, 2016, June 8, 2016,
October 6, 2016, April 4, 2018, September 13, 2018, April 1, 2019, June 27, 2019, September 16, 2019, November 4, 2019, February 10, 2020, March 10, 2020, March 16, 2020, April 6, 2020, August 26, 2020, September 17, 2020, March 16, 2021, March 23,
2021, June 25, 2021, August 11, 2021, September 7, 2021, April 5, 2022, November 17, 2022, January 18, 2023, March 14, 2023, March 16, 2023, March 29, 2023, April 14, 2023, November 17, 2023, and April 3, 2024 (together with the Initial 13D, the “13D”),
is hereby amended as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the 13D.
Item 5. |
Interest in Securities of the Issuer
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Item 5 of the 13D is hereby amended to add the following:
(a) As of August 27, 2024, the Reporting Persons beneficially owned the following Shares:
• CFW Partners: 2,134,148
• Charles F. Willis, IV: 3,074,944
• Austin C. Willis: 864,119
(b) As of August 27, 2024, the Reporting Persons had the power to vote, dispose of, or direct the vote or disposition of the following Shares:
CFW Partners:
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Sole Voting Power
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0
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Shared Voting Power
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2,134,148
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Sole Dispositive Power
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0
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Shared Dispositive Power
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2,134,148
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Total beneficially owned
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2,134,148
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Charles F. Willis, IV:
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Sole Voting Power
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927,214
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Shared Voting Power
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2,147,730
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Sole Dispositive Power
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765,281
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Shared Dispositive Power
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1,985,797
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Total beneficially owned
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3,074,944
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Austin C. Willis:
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Sole Voting Power
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217,224
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Shared Voting Power
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646,895
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Sole Dispositive Power
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133,911
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Shared Dispositive Power
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0
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Total beneficially owned
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864,119
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(c) The following table sets forth descriptions of Shares sold in the open market through a broker effected during the past sixty
days by the Reporting Persons:
Reporting Person
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Transaction Date
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Number of Shares Sold
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Price Per Share
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Where/How Effected
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Charles F. Willis, IV
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August 23, 2024
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(397)
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$
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108.0323
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(1)
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Charles F. Willis, IV
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August 23, 2024
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(482)
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$
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109.11
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(2)
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Charles F. Willis, IV
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August 23, 2024
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(2,223)
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$
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110.2762
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(3)
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Charles F. Willis, IV
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August 23, 2024
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(3,316)
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$
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111.0615
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(4)
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Charles F. Willis, IV
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August 23, 2024
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(65)
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$
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112.9771
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(5)
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Charles F. Willis, IV
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August 26, 2024
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(6,027)
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$
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108.9158
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(6)
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Charles F. Willis, IV
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August 26, 2024
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(2,170)
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$
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109.5605
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(7)
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Charles F. Willis, IV
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August 26, 2024
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(473)
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$
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110.6995
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(8)
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Charles F. Willis, IV
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August 27, 2024
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(638)
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$
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106.2344
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(9)
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Charles F. Willis, IV
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August 27, 2024
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(629)
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$
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107.7357
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(10)
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Charles F. Willis, IV
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August 27, 2024
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(3,712)
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$
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108.9045
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(11)
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Charles F. Willis, IV
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August 27, 2024
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(1,187)
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$
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109.0969
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(12)
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(1)
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This transaction was executed in multiple trades at prices ranging from $107.56 to $108.51, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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August 28, 2024
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CUSIP NO. 970646 10 5
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Page 6 of 7 Pages
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(2) |
This transaction was executed in multiple trades at prices ranging from $108.64 to $109.63, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(3) |
This transaction was executed in multiple trades at prices ranging from $109.67 to $110.66, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(4) |
This transaction was executed in multiple trades at prices ranging from $110.75 to $111.74, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(5) |
This transaction was executed in multiple trades at prices ranging from $112.87 to $112.99, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(6) |
This transaction was executed in multiple trades at prices ranging from $108.28 to $109.24, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(7) |
This transaction was executed in multiple trades at prices ranging from $109.32 to $110.255, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(8) |
This transaction was executed in multiple trades at prices ranging from $110.44 to $111.01, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(9) |
This transaction was executed in multiple trades at prices ranging from $105.85 to $106.72, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(10) |
This transaction was executed in multiple trades at prices ranging from $107.02 to $107.99, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(11) |
This transaction was executed in multiple trades at prices ranging from $108.07 to $109.055, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(12) |
This transaction was executed in multiple trades at prices ranging from $109.075 to $109.45, inclusive. The price reported above reflects the weighted average sale price. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.
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(d) No person(s) other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Issuer
beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 7. |
Materials to be Filed as Exhibits
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Item 7 is hereby amended and supplemented by adding the following exhibit as the last exhibit of Item 7 of the 13D:
1. Joint Filing Agreement
August 28, 2024
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CUSIP NO. 970646 10 5
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Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.
CFW PARTNERS, L.P.
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Date: August 28, 2024
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV
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its General Partner
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Date: August 28, 2024
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV
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Date: August 28, 2024
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By:
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/s/ Austin Chandler Willis
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Austin Chandler Willis
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