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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Mac-Gray Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
554153-10-6
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
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. 554153-10-6 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
Item 1. | ||
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices |
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Item 2. | ||
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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Whitney E. MacDonald: |
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Jonathan S. MacDonald: |
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(c) |
Citizenship |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
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Not Applicable |
Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |
A total of 14,306,090 shares of common stock, $0.01 par value (the Common Stock) of Mac-Gray Corporation (the Company) were reported in the Companys quarterly report on Form 10-Q (File No. 001-13495) filed on November 4, 2011 as issued and outstanding as of the close of business on November 1, 2011. Statements describing the aggregate amounts of such Common Stock beneficially owned by each Reporting Person, and the number of such shares as to which such Reporting Person has (i) sole voting power, (ii) shared voting power, (iii) sole dispositive power, and (iv) shared dispositive power are made in the Tables listed in EXHIBIT A attached hereto. The percentage of the class of Common Stock represented by the aggregate amount of shares beneficially owned by each respective Reporting Person is as indicated on Item 11 of the cover page for each such Reporting Person included in this Schedule. | |
BACKGROUND INFORMATION FOR ITEM 4. Each Reporting Person, either in its capacity as direct owner of Common Stock or as settlor, trustee or beneficiary (as the case may be) of certain trusts (described further below) that hold Common Stock, is subject to the terms of a stockholders agreement dated as of June 26, 1997 (the Stockholders Agreement) with respect to the shares of Common Stock held. The Stockholders Agreement is filed as Exhibit 10.2 to the Companys Form S-1 Registration Statement, as amended, filed with the Securities and Exchange Commission (File No. 333- 33669), (the Registration Statement) pursuant to the Securities Act of 1933, as amended. The Stockholders Agreement gives the parties thereto rights of first offer to purchase shares offered for sale by another stockholder who is a party thereto, as well as providing the Company with rights of second offer to purchase such shares. The Stockholders Agreement also conveys certain demand and piggy-back registration rights to the parties thereto. Given the terms of the Stockholders Agreement, the Reporting Persons and the other persons party thereto might be deemed to constitute a group holding beneficial ownership of an aggregate total of approximately 33.5% of the Companys Common Stock for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. However, each Reporting Person disclaims that such Person has agreed to act as a group with the other parties to the Stockholders Agreement (other than to the extent described in this statement) and such Person disclaims beneficial ownership of shares of Common Stock of the Company other than the amounts of shares reported for each respective Reporting Person in EXHIBIT A attached hereto. | |
The parties to the Stockholders Agreement are the Company, Mr. Stewart G. MacDonald, Jr., Ms. Sandra E. MacDonald, Mr. Daniel W. MacDonald, Ms. Whitney E. MacDonald, Mr. Jonathan S. MacDonald, Mr. Robert C. MacDonald, The Evelyn C. MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr., The Evelyn C. MacDonald Family Trust for the benefit of Sandra E. MacDonald(1), The Evelyn C. MacDonald Family Trust for the benefit of Daniel W. MacDonald, The Stewart G. MacDonald, Jr. 1984 Trust, The Daniel W. MacDonald Revocable Living Trust, the New Century Trust, The Whitney E. MacDonald GST Trust-1997(2), The Jonathan S. MacDonald GST Trust-1997(2), The Robert C. MacDonald GST Trust-1997(2), Cynthia V. Doggett, the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004(3), the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004(3), and certain other stockholders party thereto (who hold in aggregate a de minimis fraction of the issued and outstanding Common Stock). |
FOOTNOTES TO ITEM 4: | |
(1) The trustees of The Evelyn C. MacDonald Family Trust for the benefit of Sandra E. MacDonald (the SEM Trust) are R. Robert Woodburn, Jr., Peter C. Bennett (collectively, the Independent Trustees) and Sandra E. MacDonald, who is also the sole beneficiary of the SEM Trust. Only the Independent Trustees exercise and share voting power over the shares of Common Stock held by the SEM Trust. Each of the Independent Trustees and Sandra E. MacDonald share power to dispose of the shares held by the SEM Trust. | |
(2) The sole trustee of each of The Whitney E. MacDonald GST Trust-1997, The Jonathan S. MacDonald GST Trust-1997 and The Robert C. MacDonald GST Trust-1997 (individually, a GST Trust, and collectively, the GST Trusts) is Richard G. MacDonald. The settlor of each GST Trust is Sandra E. MacDonald, who retains the right to replace at any time any shares of Common Stock held by a GST Trust with property of equivalent value. The beneficiaries of all GST Trusts are minors who have no power to vote or dispose of shares held by such GST Trusts. | |
(3) The trustees of the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust and the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust (the RGM Trusts) are Jonathan S. MacDonald and Edward D. Tarlow. The settlor of the RGM Trusts is Richard G. MacDonald, who retains the right to replace at any time any shares of Common Stock held by the RGM Trusts with property of equivalent value. | |
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Item 5. |
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 |
Not Applicable | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable | |
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Item 8. |
Identification and Classification of Members of the Group |
Not Applicable | |
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Item 9. |
Notice of Dissolution of Group |
Not Applicable | |
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Item 10. |
Certification |
Not Applicable |
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.
Dated: February 14, 2012
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/s/ Sandra E. MacDonald |
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Signature |
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Sandra E. MacDonald, individually and as Trustee and Beneficiary of The Evelyn C. MacDonald Family Trust f/b/o Sandra E. MacDonald, |
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Name/Title |
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/s/ Richard G. MacDonald |
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Signature |
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Richard G. MacDonald, individually and as Trustee of each of The Whitney E. MacDonald GST Trust-1997, |
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Name/Title |
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/s/ Whitney E. MacDonald |
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Signature |
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Whitney E. MacDonald, individually |
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Name/Title |
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/s/ Jonathan S. MacDonald |
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Signature |
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Jonathan S. MacDonald, individually and as Trustee of the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004 and the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004 |
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Name/Title |
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/s/ Robert C. MacDonald |
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Signature |
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Robert C. MacDonald, individually |
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Name/Title |
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
EXHIBIT A
NAME: Sandra E. MacDonald
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COMMON |
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FORM OF BENEFICIAL OWNERSHIP |
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BENEFICIAL |
Sole Voting Power |
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304,573 |
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Direct |
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NO |
Total Sole Voting Power |
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304,573 |
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Shared Voting Power |
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103,965 |
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By the Whitney E. MacDonald GST Trust-1997 as settlor with right to replace trust property |
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YES |
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103,965 |
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By the Jonathan S. MacDonald GST Trust-1997 as settlor with right to replace trust property |
|
YES |
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103,965 |
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By the Robert C. MacDonald GST Trust-1997 as settlor with right to replace trust property |
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YES |
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86,725 |
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By the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004 as spouse of Settlor with right to replace trust property |
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YES |
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203,611 |
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By the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004 as spouse of Settlor with right to replace trust property |
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YES |
Total Shared Voting Power |
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602,231 |
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Sole Dispositive Power |
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304,573 |
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Direct |
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NO |
Total Sole Dispositive Power |
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304,573 |
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Shared Dispositive Power |
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40,520 |
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By the Evelyn C. MacDonald Family Trust f/b/o Sandra E. MacDonald as co-trustee and beneficiary |
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NO |
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103,965 |
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By the Whitney E. MacDonald GST Trust-1997 as settlor with right to replace trust property |
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YES |
|
|
103,965 |
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By the Jonathan S. MacDonald GST Trust-1997 as settlor with right to replace trust property |
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YES |
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103,965 |
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By the Robert C. MacDonald GST Trust-1997 as settlor with right to replace trust property |
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YES |
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86,725 |
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By the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004 as spouse of Settlor with right to replace trust property |
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YES |
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203,611 |
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By the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004 as spouse of Settlor with right to replace trust property |
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YES |
Total Shared Dispositive Power |
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642,751 |
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Aggregated Beneficial Ownership: |
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947,324 |
NAME: Richard G. MacDonald
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COMMON |
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FORM OF BENEFICIAL OWNERSHIP |
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BENEFICIAL |
Total Sole Voting Power |
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Shared Voting Power |
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304,573 |
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As husband of Sandra E. MacDonald |
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YES |
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103,965 |
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By the Whitney E. MacDonald GST Trust-1997 as trustee |
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YES |
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|
103,965 |
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By the Jonathan S. MacDonald GST Trust-1997 as trustee |
|
YES |
|
|
103,965 |
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By the Robert C. MacDonald GST Trust-1997 as trustee |
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YES |
|
|
86,725 |
|
By the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004 as Settlor with right to replace trust property |
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YES |
|
|
203,611 |
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By the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004 as Settlor with right to replace trust property |
|
YES |
Total Shared Voting Power |
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906,804 |
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Total Sole Dispositive Power |
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Shared Dispositive Power |
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304,573 |
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As husband of Sandra E. MacDonald |
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YES |
|
|
40,520 |
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By the Evelyn C. MacDonald Family Trust f/b/o Sandra E. MacDonald as spouse of trustee and beneficiary |
|
YES |
|
|
103,965 |
|
By the Whitney E. MacDonald GST Trust-1997 as trustee |
|
YES |
|
|
103,965 |
|
By the Jonathan S. MacDonald GST Trust-1997 as trustee |
|
YES |
|
|
103,965 |
|
By the Robert C. MacDonald GST Trust-1997 as trustee |
|
YES |
|
|
86,725 |
|
By the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004 as Settlor with right to replace trust property |
|
YES |
|
|
203,611 |
|
By the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004 as Settlor with right to replace trust property |
|
YES |
Total Shared Dispositive Power |
|
947,324 |
|
|
|
|
|
|
|
|
Aggregate Beneficial Ownership: |
|
947,324 |
NAME: The Evelyn C. MacDonald Family Trust for the Benefit of Sandra E. MacDonald
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
40,520 |
|
Direct |
|
NO |
Total Sole Voting Power |
|
40,520 |
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
|
|
|
|
|
Total Shared Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
40,520 |
|
Direct |
|
NO |
Total Sole Dispositive Power |
|
40,520 |
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
|
|
|
|
|
Total Shared Dispositive Power |
|
|
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
40,520 |
NAME: The Whitney E. MacDonald GST Trust-1997
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
103,965 |
|
Direct |
|
NO |
Total Sole Voting Power |
|
103,965 |
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
|
|
|
|
|
Total Shared Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
103,965 |
|
Direct |
|
NO |
Total Sole Dispositive Power |
|
103,965 |
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
|
|
|
|
|
Total Shared Dispositive Power |
|
|
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
103,965 |
NAME: The Jonathan S. MacDonald GST Trust-1997
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
103,965 |
|
Direct |
|
NO |
Total Sole Voting Power |
|
103,965 |
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
|
|
|
|
|
Total Shared Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
103,965 |
|
Direct |
|
NO |
Total Sole Dispositive Power |
|
103,965 |
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
|
|
|
|
|
Total Shared Dispositive Power |
|
|
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
103,965 |
NAME: The Robert C. MacDonald GST Trust-1997
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
103,965 |
|
Direct |
|
NO |
Total Sole Voting Power |
|
103,965 |
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
|
|
|
|
|
Total Shared Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
103,965 |
|
Direct |
|
NO |
Total Sole Dispositive Power |
|
103,965 |
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
|
|
|
|
|
Total Shared Dispositive Power |
|
|
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
103,965 |
NAME: Whitney E. MacDonald
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
17,950 |
|
Direct |
|
NO |
Total Sole Voting Power |
|
17,950 |
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
|
|
|
|
|
Total Shared Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
17,950 |
|
Direct |
|
NO |
Total Sole Dispositive Power |
|
17,950 |
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
|
|
|
|
|
Total Shared Dispositive Power |
|
|
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
17,950 |
NAME: Jonathan S. MacDonald
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
17,950 |
|
Direct |
|
NO |
Total Sole Voting Power |
|
17,950 |
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
|
|
|
|
|
Total Shared Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
17,950 |
|
Direct |
|
NO |
Total Sole Dispositive Power |
|
17,950 |
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
|
|
|
|
|
Total Shared Dispositive Power |
|
|
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
17,950 |
NAME: Robert C. MacDonald
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
17,950 |
|
Direct |
|
NO |
Total Sole Voting Power |
|
17,950 |
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
|
|
|
|
|
Total Shared Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
17,950 |
|
Direct |
|
NO |
Total Sole Dispositive Power |
|
17,950 |
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
|
|
|
|
|
Total Shared Dispositive Power |
|
|
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
17,950 |
NAME: Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
|
|
|
|
|
Total Sole Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
86,725 |
|
As Settlor with right to replace trust property |
|
YES |
Total Shared Voting Power |
|
86,725 |
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
|
|
|
|
|
Total Sole Dispositive Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
86,725 |
|
As Settlor with right to replace trust property |
|
YES |
Total Shared Dispositive Power |
|
86,725 |
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
86,725 |
NAME: Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004
|
|
COMMON |
|
FORM OF BENEFICIAL OWNERSHIP |
|
BENEFICIAL |
Sole Voting Power |
|
|
|
|
|
|
Total Sole Voting Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared Voting Power |
|
203,611 |
|
As Settlor with right to replace trust property |
|
YES |
Total Shared Voting Power |
|
203,611 |
|
|
|
|
|
|
|
|
|
|
|
Sole Dispositive Power |
|
|
|
|
|
|
Total Sole Dispositive Power |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared Dispositive Power |
|
203,611 |
|
As Settlor with right to replace trust property |
|
YES |
Total Shared Dispositive Power |
|
203,611 |
|
|
|
|
|
|
|
|
Aggregated Beneficial Ownership: |
|
203,611 |
EXHIBIT B
JOINT FILING AGREEMENT
This will confirm the agreement by Sandra E. MacDonald, Richard G. MacDonald, The Evelyn C. MacDonald Family Trust for the benefit of Sandra E. MacDonald, The Whitney E. MacDonald GST Trust-1997, The Jonathan S. MacDonald GST Trust-1997, The Robert C. MacDonald GST Trust-1997, Whitney E. MacDonald, Jonathan S. MacDonald, Robert C. MacDonald, the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004, and the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004 (collectively, the Reporting Persons) in connection with that certain Amendment No. 13 to Schedule 13G to be filed on or about February 14, 2012, with respect to the common stock, par value $0.01 per share (the Common Stock), of Mac-Gray Corporation (the Company) pertaining to the beneficial ownership by the Reporting Persons of shares of such Common Stock (the Schedule 13G). The undersigned hereby agree with respect to such filing on Schedule 13G as follows:
(i) No Reporting Person nor any representative of any Reporting Person makes any representation with respect to, nor bears any responsibility for, any of the information set forth with respect to any other person who or which is or becomes a party to or a member of any group (as such terms are defined and used in Section 13(g) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G promulgated thereunder) for whom or which information is included in such Schedule 13G.
(ii) Subject to paragraph (i) above, the undersigned hereby confirm the agreement by and among each of them that the Schedule 13G is being filed on behalf of each of the parties named below.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature page to follow]
Dated: February 14, 2012
|
/s/ Sandra E. MacDonald |
|
Sandra E. MacDonald, individually and as |
|
Trustee and Beneficiary of The Evelyn C. MacDonald Family Trust f/b/o Sandra E. MacDonald, |
|
as Settlor of each of The Whitney E. MacDonald GST Trust-1997, |
|
The Jonathan S. MacDonald GST Trust-1997, and |
|
The Robert C. MacDonald GST Trust-1997 |
|
|
|
/s/ Richard G. MacDonald |
|
Richard G. MacDonald, individually and |
|
as Trustee of each of The Whitney E. MacDonald GST Trust-1997, |
|
The Jonathan S. MacDonald GST Trust-1997, |
|
The Robert C. MacDonald GST Trust-1997, |
|
as Settlor of the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004, and |
|
as Settlor of the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004 |
|
|
|
/s/ Whitney E. MacDonald |
|
Whitney E. MacDonald, individually |
|
|
|
/s/ Jonathan S. MacDonald |
|
Jonathan S. MacDonald, individually and as Trustee of the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004 and the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004 |
|
|
|
/s/ Robert C. MacDonald |
|
Robert C. MacDonald, individually |