Sec Form 13D Filing - GOTTWALD JOHN D filing for TREDEGAR CORP (TG) - 2022-05-16

  NAMES OF REPORTING PERSON

  John D. Gottwald

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  PF and OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,908,355

  SHARED VOTING POWER

  4,497,531

  SOLE DISPOSITIVE POWER

  1,908,355

  SHARED DISPOSITIVE POWER

  4,497,531

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      6,405,886

  CHECK BOX, IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  18.9%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

  NAMES OF REPORTING PERSON

  William M. Gottwald

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS*

  PF and OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  68,051

  SHARED VOTING POWER

  4,379,047

  SOLE DISPOSITIVE POWER

  68,051

  SHARED DISPOSITIVE POWER

  4,379,047

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,447,098

  CHECK BOX, IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  13.1%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

  NAMES OF REPORTING PERSON

  James T. Gottwald

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS*

  PF and OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  40,000

  SHARED VOTING POWER

  4,437,278

  SOLE DISPOSITIVE POWER

  40,000

  SHARED DISPOSITIVE POWER

  4,437,278

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,477,278

  CHECK BOX, IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  13.2%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

  NAMES OF REPORTING PERSON

  Floyd D. Gottwald, Jr. Living Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,794,869

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,794,869

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,794,869

  CHECK BOX, IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  5.3%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Amendment No. 12 amends and supplements Amendment Nos. 1 through 11 to the statement on Schedule 13D initially filed on August 15, 1989 with respect to shares of common stock (the “Common Stock”) of Tredegar Corporation (the “Issuer”), and serves as the initial Schedule 13D filing for Reporting Persons James T. Gottwald and the Floyd D. Gottwald, Jr. Living Trust. The purpose for the filing of this Amendment No. 12 is to dissolve the group formed pursuant to Amendment No. 8 to the statement on Schedule 13D, to update the percentage of the Common Stock beneficially owned by John D. Gottwald and William Gottwald and their immediate families, and to update the Reported Parties to include James T. Gottwald and the Floyd D. Gottwald, Jr. Living Trust, the latter of which received the Common Stock owned by the late Floyd D. Gottwald, Jr.

In computing the percentage ownership, each of the Reporting Persons assumed that there are 33,853,082 shares of common stock outstanding, as reported by Tredegar Corporation in its Quarterly Report on Form 10-Q for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on May 9, 2022.

Amount Beneficially Owned: 6,650,771 shares²

Number of shares as to which such persons have:

sole power to vote or to direct the vote – 2,016,406

shared power to vote or to direct the vote – 4,634,365

sole power to dispose of or to direct the disposition of – 2,016,406

shared power to dispose of or to direct the disposition of – 4,634,365

John D. Gottwald received 2,485 shares of Common Stock on April 1, 2022, pursuant to the Issuer’s director compensation program. William M. Gottwald received 1,826 shares of Common Stock on April 1, 2022, pursuant to Issuer’s director compensation program. On May 4, 2022, the Floyd D. Gottwald, Jr. Living Trust received 1,794,869 shares of the Issuer’s Common Stock, with such shares transferred from the brokerage accounts of the late Floyd D. Gottwald, Jr., pursuant to the terms such accounts relating to the death of Floyd D. Gottwald, Jr. There have been no transactions by James T. Gottwald in the past 60 days involving shares of the Issuer’s Common Stock.

Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 4,634,365 of the shares described in Items 5(b)(ii) and (iv). However, none of any such person’s individual interest relates to more than five percent of the class of securities for which this Form is filed.

This does not include any shares held by the adult children of John D. Gottwald, William M. Gottwald and James T. Gottwald who do not live with their fathers, which shares aggregate less than 1%. The filing of this statement shall not be construed as an admission that, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, James T. Gottwald, John D. Gottwald and William M. Gottwald are the beneficial owners of the shares described in Items 5(b)(ii) and (iv). See Item 5(d).

Agreement between John D. Gottwald, William M. Gottwald, James T. Gottwald and the Floyd D. Gottwald, Jr. Living Trust with respect to the filing of this Amendment No. 12 to the statement to Schedule 13D.