1. | NAMES OF REPORTING PERSONS Kevin S. Wilson | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||
(a) o (b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (see instructions) OO | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 206,061 (2) | |
8. | SHARED VOTING POWER 336,662 (3) | ||
9. | SOLE DISPOSITIVE POWER 206,061 (2) | ||
10. | SHARED DISPOSITIVE POWER 336,662 (3) | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 542,723 (2)(3) | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% (1) | ||
14. | TYPE OF REPORTING PERSON (see instructions) IN |
(1) | The percentage owned is based on 6,875,278 shares of Common Stock outstanding as of May 31, 2016, as reported by the Issuer in its Form 8-K filed with the Commission on June 6, 2016. |
(2) | Includes 180,000 shares owned by Mr. Wilson and 26,061 shares underlying outstanding options which are exercisable or will become exercisable within 60 days of the date hereof. |
(3) | Includes 124,099 shares owned by Cuattro, LLC, a limited liability company which is 100% owned by Mr. Wilson, his spouse Shawna M. Wilson ("Mrs. Wilson"), and trusts for the benefit of his children and family for which a third party is trustee. Also includes 20,092 shares owned by Mrs. Wilson, 53,728 shares held in trust for the benefit of his children and family for which a third party is trustee, and 138,743 shares held by the Wilson Family Trust, a trust for the benefit of Mr. and Mrs. Wilson's family for which Mr. Wilson and Mrs. Wilson are trustees. Mr. Wilson disclaims beneficial ownership of the shares held by Mrs. Wilson and trusts for the benefit of Mr. and Mrs. Wilson's family and children other than the Wilson Family Trust. |
1. | NAMES OF REPORTING PERSONS The Wilson Family Trust | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||
(a) o (b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (see instructions) OO | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER --0-- | |
8. | SHARED VOTING POWER 138,743 (1) | ||
9. | SOLE DISPOSITIVE POWER --0-- | ||
10. | SHARED DISPOSITIVE POWER 138,743 (1) | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,743 (1) | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% (1) | ||
14. | TYPE OF REPORTING PERSON (see instructions) OO (Trust) |
(1) | Mr. Wilson and Mrs. Wilson, as trustees of this trust, may be deemed to share with this trust voting and dispositive power over these shares. The percentage owned is based on 6,875,278 shares of Common Stock outstanding as of May 31, 2016, as reported by the Issuer in its Form 8-K filed with the Commission on June 6, 2016. |
1. | NAMES OF REPORTING PERSONS Cuattro, LLC | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||
(a) o (b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (see instructions) OO | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER --0-- | |
8. | SHARED VOTING POWER 124,099 (1) | ||
9. | SOLE DISPOSITIVE POWER --0-- | ||
10. | SHARED DISPOSITIVE POWER 124,099 (1) | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 124,099 (1) | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% (1) | ||
14. | TYPE OF REPORTING PERSON (see instructions) OO (LLC) |
(1) | Mr. Wilson may be deemed to share with Cuattro, LLC voting and dispositive power over these shares. The percentage owned is based on 6,875,278 shares of Common Stock outstanding as of May 31, 2016, as reported by the Issuer in its Form 8-K filed with the Commission on June 6, 2016. |
1. | NAMES OF REPORTING PERSONS Shawna M. Wilson | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||
(a) o (b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (see instructions) OO | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 20,092 (2) | |
8. | SHARED VOTING POWER 192,471 (3) | ||
9. | SOLE DISPOSITIVE POWER 20,092 (2) | ||
10. | SHARED DISPOSITIVE POWER 192,471 (3) | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,563 (2)(3) | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% (1) | ||
14. | TYPE OF REPORTING PERSON (see instructions) IN |
(1) | The percentage owned is based on 6,875,278 shares of Common Stock outstanding as of May 31, 2016, as reported by the Issuer in its Form 8-K filed with the Commission on June 6, 2016. |
(2) | Includes 20,092 shares owned by Mrs. Wilson. |
(3) | Includes 53,728 shares held in trusts for the benefit of her children and family for which a third party is trustee. Also includes 138,743 shares held by the Wilson Family Trust. Mrs. Wilson disclaims beneficial ownership of the shares held by the trusts for the benefit of Mr. and Mrs. Wilson's children and family other than the Wilson Family Trust. |
1. | NAMES OF REPORTING PERSONS The Christian Kyle Wilson Trust | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||
(a) o (b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (see instructions) OO | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 13,432 (2) | |
8. | SHARED VOTING POWER --0-- | ||
9. | SOLE DISPOSITIVE POWER 13,432 (2) | ||
10. | SHARED DISPOSITIVE POWER --0-- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,432 (2) | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (1) | ||
14. | TYPE OF REPORTING PERSON (see instructions) OO (Trust) |
(1) | The percentage owned is based on 6,875,278 shares of Common Stock outstanding as of May 31, 2016, as reported by the Issuer in its Form 8-K filed with the Commission on June 6, 2016. |
(2) | This trust is managed by Clint Roth, an independent, non-related trustee in Waddell, AZ. |
1. | NAMES OF REPORTING PERSONS The Collin Michael Wilson Trust | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||
(a) o (b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (see instructions) OO | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 13,432 (2) | |
8. | SHARED VOTING POWER --0-- | ||
9. | SOLE DISPOSITIVE POWER 13,432 (2) | ||
10. | SHARED DISPOSITIVE POWER --0-- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,432 (2) | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (1) | ||
14. | TYPE OF REPORTING PERSON (see instructions) OO (Trust) |
(1) | The percentage owned is based on 6,875,278 shares of Common Stock outstanding as of May 31, 2016, as reported by the Issuer in its Form 8-K filed with the Commission on June 6, 2016. |
(2) | This trust is managed by Clint Roth, an independent, non-related trustee in Waddell, AZ. |
1. | NAMES OF REPORTING PERSONS The Conner Jacob Wilson Trust | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||
(a) o (b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (see instructions) OO | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 13,432 (2) | |
8. | SHARED VOTING POWER --0-- | ||
9. | SOLE DISPOSITIVE POWER 13,432 (2) | ||
10. | SHARED DISPOSITIVE POWER --0-- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,432 (2) | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (1) | ||
14. | TYPE OF REPORTING PERSON (see instructions) OO (Trust) |
(1) | The percentage owned is based on 6,875,278 shares of Common Stock outstanding as of May 31, 2016, as reported by the Issuer in its Form 8-K filed with the Commission on June 6, 2016. |
(2) | This trust is managed by Clint Roth, an independent, non-related trustee in Waddell, AZ. |
1. | NAMES OF REPORTING PERSONS The Cora L. Wilson Trust | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||
(a) o (b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (see instructions) OO | ||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 13,432 (2) | |
8. | SHARED VOTING POWER --0-- | ||
9. | SOLE DISPOSITIVE POWER 13,432 (2) | ||
10. | SHARED DISPOSITIVE POWER --0-- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,432 (2) | ||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (1) | ||
14. | TYPE OF REPORTING PERSON (see instructions) OO (Trust) |
(1) | The percentage owned is based on 6,875,278 shares of Common Stock outstanding as of May 31, 2016, as reported by the Issuer in its Form 8-K filed with the Commission on June 6, 2016. |
(2) | This trust is managed by Clint Roth, an independent, non-related trustee in Waddell, AZ. |
Kevin S. Wilson | ||
By: | /s/ Kevin S. Wilson | |
Kevin S. Wilson |
Shawna M. Wilson | ||
By: | /s/ Shawna M. Wilson | |
Shawna M. Wilson |
Christian Kyle Wilson Trust | ||
By: | /s/ Clint Roth | |
Name: | Clint Roth | |
Title: | Trustee |
Collin Michael Wilson Trust | ||
By: | /s/ Clint Roth | |
Name: | Clint Roth | |
Title: | Trustee |
Conner Jacob Wilson Trust | ||
By: | /s/ Clint Roth | |
Name: | Clint Roth | |
Title: | Trustee |
Cora L. Wilson Trust | ||
By: | /s/ Clint Roth | |
Name: | Clint Roth | |
Title: | Trustee |
Wilson Family Trust | ||
By: | /s/ Kevin S. Wilson | |
Name: | Kevin S. Wilson | |
Title: | Trustee |
Cuattro, LLC | ||
By: | /s/ Kevin S. Wilson | |
Name: | Kevin S. Wilson | |
Title: | Manager |
Members | Merger Consideration Payable Pursuant to the Company's Operating Agreement (Number of Heska Shares) | Percentage Interest of Contingent Merger Consideration Payable Pursuant to the Company's Operating Agreement (%) |
Wilson Family Trust, Kevin S. Wilson and Shawna M. Wilson, trustees, UTD October 14, 2005 | 138,743 | 70.80% |
Lane Naffziger | 16,028 | 11.48% |
Clint James Roth Living Trust | 12,972 | 11.38% |
Doug G. Wilson, III | 7,257 | 6.34% |
TOTAL | 175,000 | 100% |
Kevin S. Wilson | ||
/s/ Kevin S. Wilson | ||
Kevin S. Wilson |
Shawna M. Wilson | ||
/s/ Shawna M. Wilson | ||
Shawna M. Wilson |
Christian Kyle Wilson Trust | ||
By: | /s/ Clint Roth | |
Name: | Clint Roth | |
Title: | Trustee |
Collin Michael Wilson Trust | ||
By: | /s/ Clint Roth | |
Name: | Clint Roth | |
Title: | Trustee |
Conner Jacob Wilson Trust | ||
By: | /s/ Clint Roth | |
Name: | Clint Roth | |
Title: | Trustee |
Cora L. Wilson Trust | ||
By: | /s/ Clint Roth | |
Name: | Clint Roth | |
Title: | Trustee |
Wilson Family Trust | ||
By: | /s/ Kevin S. Wilson | |
Name: | Kevin S. Wilson | |
Title: | Trustee |
Cuattro, LLC | ||
By: | /s/ Kevin S. Wilson | |
Name | Kevin S. Wilson | |
Title: | Manager |