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"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)
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)
April 1, 2022
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).
April 1, 2022
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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.
I.R.S. Identification Nos. of above persons (entities only). 68-0392529 |
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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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32.01%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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April 1, 2022
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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
I.R.S. Identification Nos. of above persons (entities only).
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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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942,101
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8
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SHARED VOTING POWER
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2,143,444
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9
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SOLE DISPOSITIVE POWER
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706,235
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10
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SHARED DISPOSITIVE POWER
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1,907,578
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,085,545
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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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46.27%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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April 1, 2022
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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
I.R.S. Identification Nos. of above persons (entities only). |
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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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118,747
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SHARED VOTING POWER
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660,895
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9
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SOLE DISPOSITIVE POWER
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87,495
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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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779,642
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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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11.69%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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April 1, 2022
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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, and September 7, 2021 (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.
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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 April 1, 2022, the Reporting Persons beneficially owned the following Shares:
• CFW Partners: 2,134,148
• Austin C. Willis: 779,642<
/div>
• Charles F. Willis, IV: 3,085,545
(b) As of April 1, 2022, the Reporting Persons had the power to vote, dispose of or direct the vote or disposition of the following Shares:
Austin C. Willis:
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Sole Voting Power
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118,747
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Shared Voting Power
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660,895
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Sole Dispositive Power
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87,495
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Shared Dispositive Power
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0
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Total beneficially owned
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779,642
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Charles F. Willis, IV:
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Sole Voting Power
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942,101
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Shared Voting Power
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2,143,444
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Sole Dispositive Power
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706,235
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Shared Dispositive Power
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1,907,578
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Total beneficially owned
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3,085,545
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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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(c) On April 1, 2022, the Reporting Persons were granted 173,200 Shares representing unvested restricted stock awards, and are held by the Reporting Persons as follows: Mr. Charles F. Willis, IV
was granted 152,000 Shares representing unvested restricted stock awards and Mr. Austin Chandler Willis was granted 21,200 Shares representing unvested restricted stock awards. Also on April 1, 2022, the Reporting Persons returned 50,092 Shares
to the Issuer to satisfy withholding tax liability, which were disposed of by the Reporting Persons as follows: Mr. Charles F. Willis, IV returned 43,699 Shares to the Issuer on such date and Mr. Austin Chandler Willis returned 6,393 Shares to
the Issuer on such date.
(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.
April 1, 2022
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CUSIP NO. 970646 10 5
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Page 6 of 7 Pages
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Item 7.
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Materials to be Filed as Exhibits
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Item 7 is hereby amended and supplemented by adding the following exhibits as the last exhibits of Item 7 of the 13D:
1. Joint Filing Agreement
April 1, 2022
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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: April 5, 2022
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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: April 5, 2022
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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: April 5, 2022
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By:
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/s/ Austin Chandler Willis
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Austin Chandler Willis
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