|
¨
|
Rule
13d-1(b)
|
|
¨
|
Rule
13d-1(c)
|
|
þ
|
Rule
13d-1(d)
|
1
|
NAMES
OF REPORTING PERSON(S).
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON(S) (ENTITIES ONLY).
|
||
Blake
M. Roney
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) ¨
(SEE
INSTRUCTIONS)
(b) ¨
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
Blake
M. Roney: United States of America
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
|
|
Blake
M. Roney: 4,010,105.5**SEE
ITEM 4
|
|||
6
|
SHARED
VOTING POWER
|
||
Blake
M. Roney: 4,076,902.5**SEE
ITEM 4
|
|||
7
|
SOLE
DISPOSITIVE POWER
|
||
Blake
M. Roney: 4,010,105.5**SEE
ITEM 4
|
|||
8
|
SHARED
DISPOSITIVE POWER
|
||
Blake
M. Roney: 4,076,902.5**SEE
ITEM 4
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
Blake
M. Roney: 8.087,008**SEE
ITEM 4
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||
Blake
M. Roney: 12.9%**SEE
ITEM 4
|
|||
12
|
TYPE
OF REPORTING PERSON(S) (SEE INSTRUCTIONS)
|
||
Blake
M. Roney: IN
|
1
|
NAMES
OF REPORTING PERSON(S).
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON(S) (ENTITIES ONLY).
|
||
Nancy
L. Roney
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) ¨
(SEE
INSTRUCTIONS)
(b) ¨
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
Nancy
L. Roney: United States of America
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE
VOTING POWER
|
|
Nancy
L. Roney: 3,951,457.5**SEE
ITEM 4
|
|||
6
|
SHARED
VOTING POWER
|
||
Nancy L.
Roney: 125,445**SEE
ITEM 4
|
|||
7
|
SOLE
DISPOSITIVE POWER
|
||
Nancy
L. Roney: 3,951,457.5**SEE
ITEM 4
|
|||
8
|
SHARED
DISPOSITIVE POWER
|
||
Nancy L.
Roney: 125,445**SEE
ITEM 4
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
Nancy
L. Roney: 4,076,902.5**SEE
ITEM 4
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (SEE
INSTRUCTIONS) ¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||
Nancy
L. Roney: 6.5%**SEE
ITEM 4
|
|||
12
|
TYPE
OF REPORTING PERSON(S) (SEE INSTRUCTIONS)
|
||
Nancy
L. Roney: IN
|
|
(a)
|
Blake
M. Roney beneficially owns or may be deemed to beneficially own 8,087,008
shares of Class A Common Stock. 7,902,915 shares of Class A Common Stock
are held by BMR NS-Holdings, LLC, a limited liability company owned
entirely by the Reporting Persons. Blake M. Roney is a co-
manager of the limited liability company and has the sole right to
exercise all voting and dispositive power with respect to the shares held
by the limited liability company contributed by him. His spouse
is also a co-manager and has the sole right to exercise all voting and
dispositive power with respect to the shares held by the limited liability
company contributed by her. The filing of the above statement shall not be
construed as an admission that Blake M. Roney is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended,
the beneficial owner of the following shares which were included in the
8,087,008 shares of Common Stock referenced above: 39,566 shares of Class
A Common Stock held indirectly as the sole trustee of The B and D Roney
Trust; 19,082 shares of Class A Common Stock held indirectly as the sole
trustee of The S and K Lund Trust; and 125,445 shares held indirectly as
co-trustee of The One Foundation.
|
|
(b)
|
Blake
M. Roney beneficially owns or may be deemed to beneficially own 8,087,008
shares of Class A Common Stock which would constitute 12.9% of the number
of shares of then outstanding Class A Common
Stock.
|
(c)
|
(i) Blake M. Roney has sole power to vote or direct the vote of 4,010,105.5 shares of Class A Common Stock as follows: 3,951,457.5 shares of Class A Common Stock held indirectly as a co-manager of BMR NS-Holdings, LLC with respect to which he has the sole power to vote or direct the vote pursuant to the governing documents of said limited liability company; and 58,648 shares of Class A Common Stock held indirectly as the sole trustee of two trusts, The B and D Roney Trust and The S and K Lund Trust. | |
(ii) Because of his position and relationship to his wife, Nancy L. Roney, Blake M. Roney may be deemed to have shared power to vote or direct the vote of 3,951,457.5 shares of Class A Common Stock held indirectly by Nancy L. Roney as a co-manager of BMR NS-Holdings, LLC, with respect to which she has the sole power to vote or direct the vote pursuant to the governing documents of said limited liability company. Blake M. Roney shares the power to vote or direct the vote of 125,445 shares of Class A Common Stock held indirectly as co-trustee of The One Foundation. | ||
(iii) Blake M. Roney has sole power to dispose or direct the disposition of 4,010,105.5 5 shares of Class A Common Stock as follows: 3,951,457.5 shares of Class A Common Stock held indirectly as a co-manager of BMR NS-Holdings, LLC with respect to which he has the sole power to dispose or direct the disposition pursuant to the governing documents of said limited liability company; and 58,648 shares of Class A Common Stock held indirectly as the sole trustee of two trusts, The B and D Roney Trust and The S and K Lund Trust. | ||
(iv) Because of his position and relationship to Nancy L. Roney, Blake M. Roney may be deemed to have shared power to dispose or direct the disposition of 3,951,457.5 shares of Class A Common Stock held indirectly by Nancy L. Roney as a co-manager of BMR NS-Holdings, LLC, with respect to which she has the sole power to dispose or direct the disposition pursuant to the governing documents of said limited liability company. Blake M. Roney shares the power to dispose or direct the disposition of 125,445 shares of Class A Common Stock held indirectly as co-trustee of The One Foundation. | ||
|
(a)
|
Nancy
L. Roney beneficially owns or may be deemed to beneficially own
4,076,902.5shares of Class A Common Stock. 7,902,915 shares of Class A
Common Stock are held by BMR NS-Holdings, LLC, a limited liability company
owned entirely by the Reporting Persons. The Reporting Persons
are also the sole managers of the limited liability company and have the
sole right to exercise all voting and dispositive power with respect to
the shares held by the limited liability company contributed by such
reporting person. The filing of the above statement shall not
be construed as an admission that Nancy L. Roney is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended,
the beneficial owner of the following shares which were included in
the4,076,902.5 shares of Common Stock referenced above: 125,445 shares
held indirectly as co-trustee of The One
Foundation.
|
|
(b)
|
Nancy
L. Roney beneficially owns or may be deemed to beneficially own
4,076,902.5 shares of Class A Common Stock which would constitute 6.5% of
the number of shares of then outstanding Class A Common
Stock.
|
(c)
|
(i) Nancy L. Roney has sole power to vote or direct the vote of 3,951,457.5 shares of Class A Common Stock held indirectly as a co-manager of BMR NS-Holdings, LLC with respect to which she has the sole power to vote or direct the vote pursuant to the governing documents of said limited liability company. | |
(ii) Nancy L. Roney shares the power to vote or direct the vote of 125,445 shares of Class A Common Stock held indirectly as co-trustee of The One Foundation. | ||
(iii) Nancy L. Roney has sole power to dispose or direct the disposition of 3,951,457.5 shares of Class A Common Stock held indirectly as a co-manager of BMR NS-Holdings, LLC with respect to which she has the sole power to dispose or direct the disposition pursuant to the governing documents of said limited liability company | ||
(iv)
Nancy L. Roney shares the power to dispose or direct the disposition of
125,445 shares of Class A Common Stock held indirectly as co-trustee of
The One Foundation.
|
Item
7
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
|
|
/s/ Blake M. Roney | |
By: Blake M. Roney | |||
Dated: February 12, 2010 | |||
|
|
/s/ By: Nancy L. Roney | |
By: Nancy L. Roney | |||
Dated: February 12, 2010 | |||