Sec Form 13D Filing - GOTTWALD THOMAS E filing for NEWMARKET CORP (NEU) - 2024-11-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

NEWMARKET CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

651587 10 7

(CUSIP Number)

Thomas E. Gottwald

330 South Fourth Street

Richmond, Virginia 23219

Telephone No. 804-788-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 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 Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

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

 ☐

Explanatory Note: This Amendment No. 1 amends and supplements the statement on Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2018 by Thomas E. Gottwald with respect to shares of common stock, without par value, of NewMarket Corporation. Capitalized terms used in this Amendment No. 1 and not defined herein have the respective meanings assigned to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5(a) is hereby amended and restated as follows:

As of November 26, 2024, the Reporting Person beneficially owns 607,635 Shares, which represents approximately 6.3% of the outstanding Shares. This percentage calculation is based on a total number of outstanding shares of Common Stock of 9,577,446 as of November 21, 2024, which number was provided to the Reporting Person by the Issuer.

The first sentence of Item 5(b) is hereby amended and restated as follows:

The Reporting Person has sole voting and dispositive power with respect to 581,881 of the Shares described in Item 5(a) above and shared voting and dispositive power with respect to 25,754 of the Shares described in Item 5(a) above (the “Shared Shares”).

Item 5(c) is hereby amended and restated as follows:

On November 26, 2024, the Reporting Person received 65,143 Shares upon the termination of a grantor retained annuity trust established by the Reporting Person’s father, which terminated in accordance with its terms. The Reporting Person was one of the remaindermen of the trust. Also on November 26, 2024, a grantor retained annuity trust established by the Reporting Person terminated in accordance with its terms and the 11,940 Shares remaining in the trust were transferred to the remaindermen of the trust in accordance with the terms of the trust. The Reporting Person has not engaged in any other transactions in Shares in the past 60 days, other than regular, periodic purchases of Shares by the plan trustee pursuant to the Savings Plan for the Employees of NewMarket Corporation and Affiliates (the “Savings Plan”).

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended to add the following:

5. 2023 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.1 to the Issuer’s Quarterly Report on Form 10-Q (File No. 1-32190) filed July 27, 2023.

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.