Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Vertex, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
92538J106
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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. 92538J106 | Schedule 13G | Page 2 of 26 |
| 1 | Names of Reporting Persons
Amanda Radcliffe
|
|
| 2 | Check the Appropriate Box if a Member of a Group | (a) x
|
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
32,364,916.223
|
| 6 | Shared Voting Power
84,210
|
|
| 7 | Sole Dispositive Power
32,364,916.223
|
|
| 8 | Shared Dispositive Power
84,210
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,449,126.223
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
21.8%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 3 of 26 |
| 1 | Names of Reporting Persons
Stefanie Thompson
|
|
| 2 | Check the Appropriate Box if a Member of a Group | (a) x
|
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
32,162,293.588
|
| 6 | Shared Voting Power
0
|
|
| 7 | Sole Dispositive Power
32,162,293.588
|
|
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,162,293.588
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
21.6%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 4 of 26 |
| 1 | Names of Reporting Persons
Jeffrey Westphal
|
|
| 2 | Check the Appropriate Box if a Member of a Group | (a) x
|
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
19,097,959.237
|
| 6 | Shared Voting Power
0
|
|
| 7 | Sole Dispositive Power
19,097,959.237
|
|
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,097,959.237
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
12.8%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 5 of 26 |
| 1 | Names of Reporting Persons
Christopher Thompson
|
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) x (b) ¨ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
5,629.046
|
| 6 | Shared Voting Power
112,580.918
|
|
| 7 | Sole Dispositive Power
5,629.046
|
|
| 8 | Shared Dispositive Power
112,580.918
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
118,209.964
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
0.1%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 6 of 26 |
| 1 | Names of Reporting Persons
Benjamin Schmerin
|
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) x (b) ¨ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
4,221.784
|
| 6 | Shared Voting Power
0
|
|
| 7 | Sole Dispositive Power
4,221.784
|
|
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,221.784
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
Less than 0.1%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 7 of 26 |
| 1 | Names of Reporting Persons
Conrad Radcliffe
|
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) x (b) ¨ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
8,026,522.131
|
|
| 7 | Sole Dispositive Power
0
|
|
| 8 | Shared Dispositive Power
8,026,522.131
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,026,522.131
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
5.4%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 8 of 26 |
| 1 | Names of Reporting Persons
Kailey Radcliffe
|
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) x (b) ¨ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
5,294,874.754
|
|
| 7 | Sole Dispositive Power
0
|
|
| 8 | Shared Dispositive Power
5,294,874.754
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,294,874.754
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
3.6%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 9 of 26 |
| 1 | Names of Reporting Persons
Antoinette Radcliffe
|
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) x (b) ¨ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
5,294,874.754
|
|
| 7 | Sole Dispositive Power
0
|
|
| 8 | Shared Dispositive Power
5,294,874.754
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,294,874.754
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
3.6%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 10 of 26 |
| 1 | Names of Reporting Persons
Anne Marie Westphal
|
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) x (b) ¨ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
2,307,547.706
|
|
| 7 | Sole Dispositive Power
0
|
|
| 8 | Shared Dispositive Power
2,307,547.706
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,307,547.706
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
1.5%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 11 of 26 |
| 1 | Names of Reporting Persons
Kyle Westphal
| |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) x (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
2,589,000
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
2,589,000
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,589,000
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
1.8%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 12 of 26 |
| 1 | Names of Reporting Persons
Jacob Westphal
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) x (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
2,589,000
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
2,589,000
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,589,000
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
1.7%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 13 of 26 |
| 1 | Names of Reporting Persons
Melanie Lucas
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) x (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,941,750
|
| 6 | Shared Voting Power
0
| |
| 7 | Sole Dispositive Power
1,941,750
| |
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,941,750
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
1.3%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 14 of 26 |
| 1 | Names of Reporting Persons
Samantha Lucas
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) x (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,969,895.229
|
| 6 | Shared Voting Power
0
| |
| 7 | Sole Dispositive Power
1,969,895.229
| |
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,969,895.229
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
1.3%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 15 of 26 |
| 1 | Names of Reporting Persons
Mackenzie Lucas
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) x (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
United States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,941,750
|
| 6 | Shared Voting Power
0
| |
| 7 | Sole Dispositive Power
1,941,750
| |
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,941,750
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
1.3%
|
| 12 | Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 16 of 26 |
| 1 |
Names of Reporting Persons
Andrea Schmerin
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) x (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
1,983,967.844
|
| 6 |
Shared Voting Power
0
| |
| 7 |
Sole Dispositive Power
1,983,967.844
| |
| 8 |
Shared Dispositive Power
0
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,983,967.844
|
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 |
Percent of Class Represented by Amount in Row 9
1.3%
|
| 12 |
Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 17 of 26 |
| 1 |
Names of Reporting Persons
Constance Thompson
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) x (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
112,580.918
| |
| 7 |
Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
112,580.918
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
112,580.918
|
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 |
Percent of Class Represented by Amount in Row 9
0.1%
|
| 12 |
Type of Reporting Person
IN |
| CUSIP No. 92538J106 | Schedule 13G | Page 18 of 26 |
| 1 |
Names of Reporting Persons
Nicholas Shuhan
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) x (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
281,452.294
| |
| 7 |
Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
281,452.294
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
281,452.294
|
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 |
Percent of Class Represented by Amount in Row 9
0.2%
|
| 12 |
Type of Reporting Person
IN
|
| CUSIP No. 92538J106 | Schedule 13G | Page 19 of 26 |
| 1 |
Names of Reporting Persons
Jenifer Westphal
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) x (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
2,189,000
|
| 6 |
Shared Voting Power
0
| |
| 7 |
Sole Dispositive Power
2,189,000
| |
| 8 |
Shared Dispositive Power
0
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,189,000
|
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 |
Percent of Class Represented by Amount in Row 9
1.5%
|
| 12 |
Type of Reporting Person
IN |
| CUSIP No. 92538J106 | Schedule 13G | Page 20 of 26 |
| ITEM 1. | (a) | Name of Issuer: |
Vertex, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
2301 Renaissance Boulevard,
King of Prussia, PA 19406
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Amanda Radcliffe;
Stefanie Thompson;
Jeffrey Westphal;
Christopher Thompson;
Benjamin Schmerin;
Conrad Radcliffe;
Kailey Radcliffe;
Antoinette Radcliffe;
Anne Marie Westphal;
Kyle Westphal;
Jacob Westphal;
Melanie Lucas;
Samantha Lucas;
Mackenzie Lucas;
Andrea Schmerin;
Constance Thompson;
Nicholas Shuhan; and
Jenifer Westphal.
| (b) | Address or Principal Business Office: |
The business address for each of the Reporting Persons is c/o Vertex, Inc., 2301 Renaissance Boulevard, King of Prussia, PA 19406.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons is a citizen of the United States.
| CUSIP No. 92538J106 | Schedule 13G | Page 21 of 26 |
| (d) | Title of Class of Securities: |
Class A Common Stock, $0.001 par value per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
92538J106
| ITEM | 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 48,680,150 shares of Class A Common Stock outstanding as of December 31, 2022, and assumes the conversion of an aggregate of 100,307,000 shares of Class B Common Stock, par value $0.001 per share of the Issuer (the “Class B Common Stock”), held by the Reporting Persons on a one-for-one basis.
| Reporting Person | Amount
| Percent
of | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole
power to | Shared
| ||||||||||||||||||
| Amanda Radcliffe(1)(17) | 32,449,126.223 | 21.8 | % | 32,364,916.223 | 84,210 | 32,364,916.223 | 84,210 | |||||||||||||||||
| Stefanie Thompson(2) | 32,162,293.588 | 21.6 | % | 32,162,293.588 | 0 | 32,162,293.588 | 0 | |||||||||||||||||
| Jeffrey Westphal(3) | 19,097,959.237 | 12.8 | % | 19,097,959.237 | 0 | 19,097,959.237 | 0 | |||||||||||||||||
| Christopher Thompson(4)(5) | 118,209.964 | 0.1 | % | 5,629.046 | 112,580.918 | 5,629.046 | 112,580.918 | |||||||||||||||||
| Benjamin Schmerin | 4,221.784 | * | 4,221.784 | 0 | 4,221.784 | 0 | ||||||||||||||||||
| Conrad Radcliffe(6)(7)(8)(17) | 8,026,522.131 | 5.4 | % | 0 | 8,026,522.131 | 0 | 8,026,522.131 | |||||||||||||||||
| Kailey Radcliffe(6)(7) | 5,294,874.754 | 3.6 | % | 0 | 5,294,874.754 | 0 | 5,294,874.754 | |||||||||||||||||
| Antoinette Radcliffe(6)(8) | 5,294,874.754 | 3.6 | % | 0 | 5,294,874.754 | 0 | 5,294,874.754 | |||||||||||||||||
| Anne Marie Westphal(9) | 2,307,547.706 | 1.5 | % | 0 | 2,307,547.706 | 0 | 2,307,547.706 | |||||||||||||||||
| Kyle Westphal(10) | 2,589,000 | 1.7 | % | 0 | 2,589,000 | 0 | 2,589,000 | |||||||||||||||||
| Jacob Westphal(11) | 2,589,000 | 1.7 | % | 0 | 2,589,000 | 0 | 2,589,000 | |||||||||||||||||
| Melanie Lucas(12) | 1,941,750 | 1.3 | % | 1,941,750 | 0 | 1,941,750 | 0 | |||||||||||||||||
| Samantha Lucas(13) | 1,969,895.229 | 1.3 | % | 1,969,895.229 | 0 | 1,969,895.229 | 0 | |||||||||||||||||
| Mackenzie Lucas(14) | 1,941,750 | 1.3 | % | 1,941,750 | 0 | 1,941,750 | 0 | |||||||||||||||||
| Andrea Schmerin(15) | 1,983,967.844 | 1.3 | % | 1,983,967.844 | 0 | 1,983,967.844 | 0 | |||||||||||||||||
| Constance Thompson(5) | 112,580.918 | 0.1 | % | 0 | 112,580.918 | 0 | 112,580.918 | |||||||||||||||||
| Nicholas Shuhan(16) | 281,452.294 | 0.2 | % | 0 | 281,452.294 | 0 | 281,452.294 | |||||||||||||||||
| Jenifer Westphal(18) | 2,189,000 | 1.7 | % | 2,189,000 | 0 | 2,189,000 | 0 | |||||||||||||||||
* Less than 0.1%
| CUSIP No. 92538J106 | Schedule 13G | Page 22 of 26 |
| (1) | Includes (i) 24,214 shares of Class A Common Stock held of record by Amanda Radcliffe, (ii) 49,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Ms. Radcliffe and (iii) 32,291,702.223 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Ms. Radcliffe is the trustee. |
| (2) | Includes (i) 16,389 shares of Class A Common Stock held of record by Stefanie Thompson, (ii) 49,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Ms. Thompson and (iii) 32,096,904.588 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Ms. Thompson is the trustee. |
| (3) | Includes (i) 7,895 shares of Class A Common Stock held of record by Jeffrey Westphal, (ii) 49,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Mr. Westphal, (iii) 9,050,000 shares of Class A Common Stock held by a trust of which Mr. Westphal is the trustee, (iv) 9,856,286.237 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Mr. Westphal is the trustee and (v) 134,778 shares of Class A Common Stock held by a nonprofit family foundation over which Mr. Westphal exercises investment control. |
| (4) | Represents 5,629.046 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Christopher Thompson |
| (5) | Represents 112,580.918 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the 2020 Irrevocable Trust for Benefit of Constance A. Thompson, of which Christopher Thompson and Constance Thompson are the trustees. |
| (6) | Represents 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Third Party Funded Special Needs Trust for Callum W. Radcliffe u/a of Amanda W. Radcliffe dated May 15, 2015, of which Conrad Radcliffe, Kailey Radcliffe and Antoinette Radcliffe are the trustees. |
| (7) | Represents 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Kailey Radcliffe u/a of Amanda W. Radcliffe dated 10/05/2001, of which Conrad Radcliffe and Kailey Radcliffe are the trustees. |
| (8) | Represents 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Antoinette R. Radcliffe u/a of Amanda W. Radcliffe dated 10/05/2001, of which Conrad Radcliffe and Antoinette R. Radcliffe are the trustees. |
| (9) | Represents 500,000 shares of Class A Common Stock and 1,807,547.706 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, in each case held of record by the Item Second Irrevocable Trust FBO Anne Marie Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Anne Marie Westphal is a trustee. |
| (10) | Represents 2,589,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Kyle R. Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Kyle Westphal is a trustee. |
| (11) | Represents 500,000 shares of Class A Common Stock and 2,089,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, in each case held of record by the Item Second Irrevocable Trust FBO Jacob J. Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Jacob Westphal is a trustee. |
| (12) | Represents 1,941,750 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Melanie H. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Melanie Lucas is the trustee. |
| (13) | Represents 1,969,895.229 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Samantha W. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Samantha Lucas is the trustee. |
| (14) | Represents 1,941,750 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Mackenzie S. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Mackenzie Lucas is the trustee. |
| (15) | Represents 1,983,967.844 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Andrea P. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Andrea Schmerin is the trustee. |
| CUSIP No. 92538J106 | Schedule 13G | Page 23 of 26 |
| (16) | Represents 281,452.294 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the 2020 Irrevocable Trust for Benefit of Nicholas A. Shuhan, of which Nicholas Shuhan is a trustee. |
| (17) | Represents 84,210 shares of Class A Common Stock jointly held by Amanda Radcliffe and Conrad Radcliffe. |
| (18) | Includes (i) 1,310,000 shares of Class A Common Stock and (ii) 879,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, in each case held of record by the Jenifer R Westphal Tr UA 1/25/2021 2009 Jeffrey R. Westphal Generation-Skipping Sub-Trust for Jenifer R Westphal, of which Jenifer Westphal is the trustee. |
Each of the Reporting Persons is a party to that certain Third Amended and Restated Stockholders’ Agreement, dated as of July 28, 2020, by and among the Issuer and the Reporting Persons and associated trusts described above (the “Stockholders Agreement”).
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by the Issuer, as of the date hereof, such a “group” would be deemed to beneficially own an aggregate of 111,964,728 shares of Class A Common Stock, or 74.6% of the Class A Common Stock of the Issuer calculated pursuant to Rule 13d-3 of the Exchange Act. Each Reporting Person expressly disclaims beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 92538J106 | Schedule 13G | Page 24 of 26 |
SIGNATURE
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.
Date: February 10, 2023
| /s/ Amanda Radcliffe | |
| Amanda Radcliffe | |
| /s/ Stefanie Thompson | |
| Stefanie Thompson | |
| /s/ Jeffrey Westphal | |
| Jeffrey Westphal | |
| /s/ Christopher Thompson | |
| Christopher Thompson | |
| /s/ Benjamin Schmerin | |
| Benjamin Schmerin | |
| /s/ Conrad Radcliffe | |
| Conrad Radcliffe | |
| /s/ Kailey Radcliffe | |
| Kailey Radcliffe | |
| /s/ Antoinette Radcliffe | |
| Antoinette Radcliffe | |
| /s/ Anne Marie Westphal | |
| Anne Marie Westphal | |
| /s/ Kyle Westphal | |
| Kyle Westphal |
| CUSIP No. 92538J106 | Schedule 13G | Page 25 of 26 |
| /s/ Jacob Westphal | |
| Jacob Westphal | |
| /s/ Melanie Lucas | |
| Melanie Lucas | |
| /s/ Samantha Lucas | |
| Samantha Lucas | |
| /s/ Mackenzie Lucas | |
| Mackenzie Lucas | |
| /s/ Andrea Schmerin | |
| Andrea Schmerin | |
| /s/ Constance Thompson | |
| Constance Thompson | |
| /s/ Nicholas Shuhan | |
| Nicholas Shuhan | |
| /s/ Jenifer Westphal | |
| Jenifer Westphal |
| CUSIP No. 92538J106 | Schedule 13G | Page 26 of 26 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement (previously filed). |