SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hagerman Philip R

(Last)

(First)

(Middle)

4100 S. SAGINAW STREET

(Street)

FLINT

48507

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/09/2014

3. Issuer Name and Ticker or Trading Symbol
Diplomat Pharmacy, Inc. [ DPLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Voting Common Stock⁽¹⁾	195⁽³⁾	I	Philip R. Hagerman Revocable Trust⁽⁴⁾
Class B Nonvoting Common Stock⁽²⁾	347.0952⁽³⁾	I	Philip R. Hagerman Revocable Trust⁽⁴⁾
Class B Nonvoting Common Stock⁽²⁾	540.7301⁽³⁾	I	2007 Hagerman Family GST Trust⁽⁵⁾
Class B Nonvoting Common Stock⁽²⁾	606.4339⁽³⁾	I	The JH GST Trust⁽⁶⁾
Class B Nonvoting Common Stock⁽²⁾	225⁽³⁾	I	2013 Irrevocable Exempt Trust for Son⁽⁷⁾
Class B Nonvoting Common Stock⁽²⁾	225⁽³⁾	I	2013 Irrevocable Exempt Trust for Daughter⁽⁷⁾
Class B Nonvoting Common Stock⁽²⁾	225⁽³⁾	I	2013 Irrevocable Exempt Trust for Daughter⁽⁸⁾
Class B Nonvoting Common Stock⁽²⁾	225⁽³⁾	I	2013 Irrevocable Exempt Trust for Daughter⁽⁸⁾
Class B Nonvoting Common Stock⁽²⁾	76⁽³⁾	I	2014 Irrevocable Exempt Trust for Son⁽⁷⁾
Class B Nonvoting Common Stock⁽²⁾	76⁽³⁾	I	2014 Irrevocable Exempt Trust for Daughter⁽⁷⁾
Class B Nonvoting Common Stock⁽²⁾	76⁽³⁾	I	2014 Irrevocable Exempt Trust for Daughter⁽⁸⁾
Class B Nonvoting Common Stock⁽²⁾	76⁽³⁾	I	2014 Irrevocable Exempt Trust for Daughter⁽⁸⁾
Class B Nonvoting Common Stock⁽²⁾	150⁽³⁾	I	Philip Hagerman 2014 GRAT⁽⁷⁾
Class B Nonvoting Common Stock⁽²⁾	150⁽³⁾	I	Jocelyn Hagerman 2014 GRAT⁽⁸⁾
Class B Nonvoting Common Stock⁽²⁾	31⁽³⁾	I	JH Marital Trust⁽⁸⁾
Class B Nonvoting Common Stock⁽²⁾	32⁽³⁾	I	PH Marital Trust⁽⁷⁾
Class B Nonvoting Common Stock⁽²⁾	46.46⁽³⁾	I	Irrevocable Trust for Son
Class B Nonvoting Common Stock⁽²⁾	46.46⁽³⁾	I	Irrevocable Trust for Daughter

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Hagerman Philip R

(Last)

(First)

(Middle)

4100 S. SAGINAW STREET

(Street)

FLINT

48507

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

1. Name and Address of Reporting Person^*

Philip R. Hagerman Revocable Trust

(Last)

(First)

(Middle)

4100 S. SAGINAW STREET

(Street)

FLINT

48507

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JH GST Trust

(Last)

(First)

(Middle)

4100 S. SAGINAW STREET

(Street)

FLINT

48507

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

2007 Hagerman Family GST Trust

(Last)

(First)

(Middle)

4100 S. SAGINAW STREET

(Street)

FLINT

48507

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hagerman Jocelyn

(Last)

(First)

(Middle)

4100 S. SAGINAW STREET

(Street)

FLINT

48507

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Class A voting common stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

2. The Class B nonvoting common stock shall automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

3. The number of shares reported does not reflect a stock split that will be effected as a stock dividend of 8,500 shares for each share of common stock immediately prior to the completion of the Issuer's initial public offering.

4. These shares are owned directly by the Philip R. Hagerman Revocable Trust, a ten percent owner of the issuer, and indirectly by Philip Hagerman as trustee of the trust. Mr. Hagerman is Chairman, CEO and a director of the issuer.

5. These shares are owned directly by the 2007 Hagerman Family GST Trust, a ten percent owner of the issuer, and indirectly by Jocelyn Hagerman as trustee of the trust. Mrs. Hagerman is the wife of Philip Hagerman.

6. These shares are owned directly by The JH GST Trust, a ten percent owner of the issuer, and indirectly by Philip R. Hagerman as trustee of the trust.

7. As trustee of the 2013 Irrevocable Exempt Trusts and 2014 Irrevocable Exempt Trusts for a son and daughter, the Philip Hagerman 2014 GRAT and the PH Marital Trust, Jocelyn Hagerman indirectly owns these shares.

8. These shares are indirectly owned by Mr. Hagerman, who serves as the trustee of the 2013 Irrevocable Exempt Trusts and 2014 Irrevocable Exempt Trusts for two daughters, the Jocelyn Hagerman 2014 GRAT and the JH Marital Trust.

	Jeffrey H. Kuras, by Power of Attorney, for Philip R. Hagerman	10/09/2014
	Jeffrey H. Kuras, by Power of Attorney, for the Philip R. Hagerman Revocable Trust	10/09/2014
	Jeffrey H. Kuras, by Power of Attorney, for the JH GST Trust	10/09/2014
	Jeffrey H. Kuras, by Power of Attorney, for the 2007 Hagerman Family GST Trust	10/09/2014
	Jeffrey H. Kuras, by Power of Attorney, for Jocelyn Hagerman	10/09/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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