1
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NAME OF REPORTING PERSONS
Michael D. Hays
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) ¨
(b) o
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3
|
SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
Class A Common Stock - 5,813,447
Class B Common Stock – 1,850,766
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6
|
SHARED VOTING POWER
Class A Common Stock – 283,560
Class B Common Stock – 125,137
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7
|
SOLE DISPOSITIVE POWER
Class A Common Stock - 5,813,447
Class B Common Stock – 1,850,766
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8
|
SHARED DISPOSITIVE POWER
Class A Common Stock – 283,560
Class B Common Stock – 125,137
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock – 6,097,007
Class B Common Stock – 1,975,903
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
o
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Class A Common Stock – 29.2% (1)
Class B Common Stock – 56.1% (2)
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12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
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This percentage based on 20,801,172 shares of Class A Common Stock outstanding, as publicly reported by the Issuer and 111,036 shares of Class A Common Stock issuable upon the exercise of vested stock options (with the percent ownership calculated using the number of outstanding shares of Class A Common Stock and assuming the exercise of the stock options by the reporting person).
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(2)
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This percentage based on 3,502,344 shares of Class B Common Stock outstanding, as publicly reported by the Issuer and 18,504 shares of Class B Common Stock issuable upon the exercise of vested stock options (with the percent ownership calculated using the number of outstanding shares of Class A Common Stock and assuming the exercise of the stock options by the reporting person).
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Item 1(a).
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Name of Issuer:
|
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National Research Corporation
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Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
1245 “Q” Street, Lincoln, Nebraska 68508
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Item 2(a).
|
Name of Person Filing:
|
|
Michael D. Hays
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
|
|
1245 “Q” Street, Lincoln, Nebraska 68508
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Item 2(c).
|
Citizenship:
|
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United States
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Item 2(d).
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Title of Class of Securities:
|
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Class A Common Stock, $.001 par value
|
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Class B Common Stock, $.001 par value
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Item 2(e).
|
CUSIP Number:
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Item 3.
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If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
Not applicable.
|
Item 4.
|
Ownership (as of 01/18/2016):
|
|
Class A Common Stock
|
|
(a)
|
Amount Beneficially Owned: 6,097,007*
|
|
(b)
|
Percent of Class: 29.2%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 5,813,447
|
|
(ii)
|
shared power to vote or to direct the vote: 283,560
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 5,813,447
|
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(iv)
|
shared power to dispose or to direct the disposition of: 283,560
|
|
* Includes 283,560 shares held by Mr. Hays’ wife and 111,036 shares which Mr. Hays has the right to acquire upon the exercise of stock options. Mr. Hays disclaims beneficial ownership of 75 shares held by his wife.
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|
Class B Common Stock
|
|
(a)
|
Amount Beneficially Owned: 1,975,903**
|
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(b)
|
Percent of Class: 56.1%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 1,850,766
|
|
(ii)
|
shared power to vote or to direct the vote: 125,137
|
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(iii)
|
sole power to dispose or to direct the disposition of: 1,850,766
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 125,137
|
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** Includes 125,137 shares held by Mr. Hays’ wife and 18,504 shares which Mr. Hays has the right to acquire upon the exercise of stock options. Mr. Hays disclaims beneficial ownership of 12 shares held by his wife.
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Item 5.
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Ownership of Five Percent or Less of a Class:
|
|
Not applicable.
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Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
|
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
|
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Not applicable.
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Item 10.
|
Certification:
|
|
Not applicable.
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