0001140361-21-022959.txt : 20210630 0001140361-21-022959.hdr.sgml : 20210630 20210630170016 ACCESSION NUMBER: 0001140361-21-022959 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210630 DATE AS OF CHANGE: 20210630 GROUP MEMBERS: RUSSELL COUNTY GENERAL, INC. GROUP MEMBERS: RUSSELL COUNTY PROPERTIES, LP GROUP MEMBERS: YESICA ZIOBROWSKI AISQUITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OneWater Marine Inc. CENTRAL INDEX KEY: 0001772921 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-91362 FILM NUMBER: 211062633 BUSINESS ADDRESS: STREET 1: 6275 LANIER ISLANDS PARKWAY CITY: BUFORD STATE: GA ZIP: 30518 BUSINESS PHONE: (855) 208-4359 MAIL ADDRESS: STREET 1: 6275 LANIER ISLANDS PARKWAY CITY: BUFORD STATE: GA ZIP: 30518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AISQUITH ANTHONY M CENTRAL INDEX KEY: 0001269299 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O ONE WATER MARINE INC. STREET 2: 6275 LANIER ISLANDS PARKWAY CITY: BUFORD STATE: GA ZIP: 30518 SC 13D 1 brhc10026423_sc13d.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



SCHEDULE 13D
[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d‑1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

ONEWATER MARINE INC.
(Name of Issuer)

CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

8280L 101
(CUSIP Number)

ANTHONY M. AISQUITH
PRESIDENT AND CHIEF OPERATING OFFICER
ONEWATER MARINE INC.
6275 LANIER ISLANDS PARKWAY
BUFORD, GEORGIA 30518
(855) 208-4359

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 30, 2021
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note.  Schedules filed in paper format shall include a signed original and five copes of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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 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).



1
NAMES OF REPORTING PERSONS
 
 
Anthony M. Aisquith
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
4,978 (a)(b)
 
 
 
 
8
SHARED VOTING POWER
 
 
693,423 (c)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
4,978 (a)(b)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
693,423 (c)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
698,401
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.0% (d)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(a) Includes 4,978 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”) of OneWater Marine Inc. (the “Issuer”), each such share of Class A Common Stock held directly by Mr. Aisquith and over which he exercises sole voting and dispositive power.
(b) Does not include 73,141 unvested restricted stock units, which do not settle within 60 days of June 30, 2021. Until settled, Mr. Aisquith has no voting or dispositive power over the Class A common stock underlying the restricted stock units.
(c) Includes 693,423 shares of Class A Common Stock held directly by Russell County Properties, LP, a Nevada limited partnership (“Russell LP”). The general partner of Russell LP is Russell County General, Inc., a Nevada close corporation (“Russell Inc.”), for which Mr. Aisquith’s spouse, Yesica Ziobrowski Aisquith, is the President and has voting and investment control over shares held by Russell LP.
(d)  Based on an estimate of 11,661,575 shares of Class A Common Stock outstanding on June 30, 2021.

Page 2 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
 
Yesica Ziobrowski Aisquith
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
693,423 (a)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
693,423 (a)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
693,423
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.0% (b)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(a) Includes 693,423 shares of Class A Common Stock held directly by Russell LP. The general partner of Russell LP is Russell Inc., for which Mrs. Aisquith is the President and has voting and investment control over shares held by Russell LP.
(b) Based on an estimate of 11,661,575 shares of Class A Common Stock outstanding on June 30, 2021.

Page 3 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
 
Russell County Properties, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Nevada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
693,423 (a)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
693,423 (a)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
693,423
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.0% (b)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(a) Includes 693,423 shares of Class A Common Stock held directly by Russell LP. The general partner of Russell LP is Russell Inc., for which Mrs. Aisquith is the President and has voting and investment control over shares held by Russell LP.
(b)  Based on an estimate of 11,661,575 shares of Class A Common Stock outstanding on June 30, 2021.

Page 4 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
 
Russell County General, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Nevada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
693,423 (a)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
693,423 (a)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
693,423
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.0% (b)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(a) Includes 693,423 shares of Class A Common Stock held directly by Russell LP. The general partner of Russell LP is Russell Inc., for which Mrs. Aisquith is the President and has voting and investment control over shares held by Russell LP.
(b)  Based on an estimate of 11,661,575 shares of Class A Common Stock outstanding on June 30, 2021.

Page 5 of 10 Pages

ITEM 1.
SECURITY AND ISSUER.

This Schedule 13D relates to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of OneWater Marine Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6275 Lanier Islands Parkway, Buford, Georgia 30518.

ITEM 2.
IDENTITY AND BACKGROUND.

The reporting persons filing this Schedule 13D are Anthony M. Aisquith, his spouse Yesica Ziobrowski Aisquith, Russell County Properties, LP, a Nevada limited partnership (“Russell LP”), and Russell County General, Inc., a Nevada close corporation (“Russell Inc.). The general partner of Russell LP is Russell Inc., for which Mrs. Aisquith is the President and has voting and investment control over the Class A Common Stock held by Russell LP and for which Mr. Aisquith is the Treasurer and Secretary. Mr. Aisquith and Mrs. Aisquith are the sole limited partners of Russell LP and the sole stockholders of Russell Inc.

The business address of Mr. Aisquith, Mrs. Aisquith, Russell LP and Russell Inc. is 4695 Whitestone Way, Suwanee, Georgia 30024.

Mr. Aisquith’s principal occupation is President and Chief Operating Officer of the Issuer, a premium recreational boat retailer.  Mrs. Aisquith’s principal occupation is small business owner.  The principal business of Russell LP and Russell Inc. is to hold family investments.

Mr. Aisquith and Mrs. Aisquith are citizens of the United States, Russell LP is a Nevada limited partnership and Russell Inc. is a Nevada close corporation.

None of Mr. Aisquith, Mrs. Aisquith, Russell LP nor Russell Inc. have, during the last five years, been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The information set forth in Item 2, Item 4, Item 5 and Item 6 is hereby incorporated by reference in its entirety.

Prior to the Issuer’s initial public offering of Class A Common Stock (the “IPO”), Mr. Aisquith held an equity interest in One Water Marine Holdings, LLC (“OneWater LLC”), which was acquired in connection with the founding of the Issuer. Pursuant to the reorganization that occurred in connection with the Issuer’s IPO, Mr. Aisquith’s equity ownership in OneWater LLC was converted into newly issued common units in OneWater LLC (the “Common Units”), together with an equal number of shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock”) of the Issuer. At the request of the holder, each Common Unit of OneWater LLC may be coupled with a share of Class B Common Stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC (the “OneWater LLC Agreement”), newly-issued shares of Class A Common Stock of OneWater Marine Inc. on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed.

Page 6 of 10 Pages

Additionally, on March 10, 2020, Mr. Aisquith acquired 2,000 shares of the Issuer’s Class A Common Stock at a purchase price of $8.31 per share in the open market with personal funds.  Also, the Issuer has issued restricted stock units to Mr. Aisquith in connection with his service as the President and Chief Operating Officer of the Issuer, which units vest on an annual basis based on the grant date.

On June 1, 2021, Mr. Aisquith gifted his 693,423 Common Units and Class B Common Stock to Russell LP, a family limited partnership, for estate planning purposes. On June 30, 2021, the Issuer elected to redeem Russell LP’s 693,423 Common Units and shares of Class B Common Stock for 693,423 shares of Class A Common Stock.

ITEM 4.
PURPOSE OF TRANSACTION.

The Class A Common Stock described herein was acquired by the Reporting Persons for investment purposes. Other than the Russell 10b5-1 Plan (defined below), the Reporting Persons have no present plans or proposals for disposition of the shares beneficially owned by them or for acquisition of additional shares. The Reporting Persons, however, expect to evaluate on a continuing basis their goals and objectives, other business opportunities available to them, and general economic and equity market conditions, as well as the Issuer’s business operations and prospects. Based on such evaluations, Mr. Aisquith and the other Reporting Persons may change their plans and intentions and may determine to sell or otherwise dispose of some or all of the shares beneficially owned by them or to acquire additional shares. In addition, the Reporting Persons may, from time to time, transfer shares beneficially owned by them for tax or other economic planning purposes.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.
INTEREST IN SECURITIES OF ISSUER.

The information set forth in Item 2, Item 3, Item 4 and Item 6 is hereby incorporated by reference in its entirety.


a.
Based on an estimate of 11,661,575 shares of the Issuer’s Class A Common Stock outstanding as of June 30, 2021, the shares of Class A Common Stock held by the Reporting Persons constitute an aggregate of 6.0% of the outstanding shares of Class A Common Stock of the Issuer. Please see row 13 of the applicable cover sheet to this Schedule 13D for each Reporting Person’s individual percentage ownership of the shares of Class A Common Stock of the Issuer.

Each Reporting Person disclaims beneficial ownership of the reported Class A Common Stock except to the extent of such Reporting Person’s pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Class A Common Stock for the purposes of Section 13(d) of the Act or any other purpose.


b.
With respect to the number of shares of Class A Common Stock as to which each Reporting Person has:


i.
sole power to vote or to direct the vote with respect to such shares, please see row 7 of the applicable cover sheet to this Schedule 13D for such Reporting Person;

Page 7 of 10 Pages


ii.
shared power to vote or to direct the vote with respect to such shares, please see row 8 of the applicable cover sheet to this Schedule 13D for such Reporting Person;


iii.
sole power to dispose or direct the disposition of such shares, please see row 9 of the applicable cover sheet to this Schedule 13D for such Reporting Person; and


iv.
shared power to dispose or to direct the disposition of such shares, please see row 10 of the applicable cover sheet to this Schedule 13D for such Reporting Person.


c.
The information contained in Item 3 and Item 4 to this Schedule 13D is incorporated by reference herein. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected transactions in the Class A Common Stock in the past 60 days.


d.
The right to receive dividends from, and proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock held of record and/or beneficially owned by Russell LP and Russell Inc. is governed by their respective limited partnership agreements and organizational documents, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to such limited partnership or equity interests.


e.
Not applicable.

ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information set forth in Item 2, Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety.

Mr. Aisquith is a party to an Employment Agreement with OneWater LLC dated February 11, 2020 (the “Employment Agreement”). Among other things, the Employment Agreement provides for accelerated vesting of certain equity awards of Mr. Aisquith in the event of his death. If such acceleration occurs, the equity awards would be settled in shares of Class A Common Stock.

On June 1, 2021, pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended,  Russell LP entered into a 10b5-1 sales plan (the “Russell 10b5-1 Plan”), a form of which is filed as an exhibit hereto, with Truist Investment Services, which provides for the sale of up to 200,000 shares of Class A Common Stock, subject to certain price, volume and other restrictions. The amount and timing of any sales, if any, may vary and will be based on market conditions, share price and other factors.

To the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such Reporting Persons and any person with respect to any securities of the Issuer.

The descriptions contained in this Statement on Schedule 13D of the Employment Agreement and the Russell 10b5-1 Plan are summaries only and are qualified in their entirety by the actual terms of each such agreement, which are incorporated herein by this reference. See Item 7 “Material to be Filed as Exhibits.”

Page 8 of 10 Pages

ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS.

Exhibit No.
 
Description
7.1
 
Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Anthony Aisquith (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, File No. 001-39213, filed with the Commission on February 18, 2020).
 
Form of Rule 10b5-1 Sales Plan of Russell County Properties, LP, dated June 1, 2021.
 
Joint Filing Agreement, dated as of June 30, 2021, by and among the Reporting Persons.

Page 9 of 10 Pages

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.

Date: June 30, 2021
/s/ Anthony Aisquith
 
 
Anthony Aisquith


Page 10 of 10 Pages
EX-7.2 2 brhc10026423_ex7-2.htm EXHIBIT 7.2

Exhibit 7.2

Advanced Instruction to Sell Common Stock

For: Anthony Aisquith (ONEW)
Account Number:          TBD

I am a holder of shares, or options to acquire shares, of the common stock ("Common Stock") of OneWater Marine Inc. (the "Company").  I would like to periodically sell ONEW shares in order to diversify my portfolio. I also wish to take advantage of SEC Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which provides for an affirmative defense from insider trading liability for purchases and sales affected pursuant to a contract, instruction or plan entered into when a person is not aware of any material nonpublic information. This instruction ("Instruction") is intended to constitute a "written plan for trading securities" within the meaning of SEC Rule 10b5-l.

I hereby instruct Truist Investment Services to sell shares of Common Stock pursuant to the specific instructions set forth in Exhibit A hereto attached:

See attached Exhibit"A"

You are authorized to make deliveries of securities and payment of moneys in accordance with your normal practice. All shares to be sold shall have been previously deposited into my account, and you shall not be required to follow this Instruction if shares are not present in my account (or acceptable arrangements to deliver option shares have not been made) prior to the dates on which sales shall occur. If this Instruction requires you to exercise stock options you shall do so in accordance with your normal procedures, and unless instructed otherwise, remit the exercise price and the withholding tax as calculated by the Company. In no instance should you exercise options that are not in the money. The share amount listed on Schedule "A" shall be increased or decreased to reflect stock splits should they occurI understand that I shall be responsible to arrange for any filings that may be required under applicable law (e.g., Form 144, Schedule 13D, and Forms 4 and 5), and that I may be subject to the short swing profit rules contained in Section 16 of the Securities Exchange Act of 1934. In this connection, I understand that upon my request, you will assist me in making advance arrangements regarding the filing of Forms 144.

All sales shall be affected in your normal fashion in accordance with your terms and conditions for my account and risk. You may act as principal in any transaction hereunder. I understand that you may not be able to make all of the sales contemplated under this Instruction due to a market disruption or a legal, regulatory or contractual restriction applicable to you or any other event or circumstance. I further understand that even in the absence of such a circumstance, you may be unable to make sales consistent with ordinary principles of best execution due to insufficient volume of trading or other market factors in effect on the date of a sale. I hereby ratify and confirm any and all transactions with you in accordance with this Instruction. I also agree to indemnify and hold Truist Investment Services harmless from and to pay Truist Investment Services promptly on demand any and all losses arising from its reasonable interpretation and performance of this Instruction.

[-Restricted-]


You will cease making sales under this Instruction as soon as practicable following receipt of written notice from the Company, confirmed by telephone, that the Company has entered into a transaction that results in my being subject to trading restrictions. You shall resume making sales in accordance with this Instruction as soon as practicable after you receive written notice from the Company of the cessation or termination of any such trading restriction. Any sales not made as a result of the imposition of any trading restriction shall be sold in the next following selling period.

While this Instruction is in effect I will not enter into or alter any corresponding or hedging transaction or position with respect to the Common Stock which is subject to this instruction (including any securities convertible or exchangeable into such Common Stock). I agree that until this Instruction has been terminated I will not enter into a binding contract with respect to the purchase or sale of Common Stock with another broker, dealer or financial institution, other than Truist Investment Services, instruct any broker, dealer or financial institution, other than Truist Investment Services, to purchase or sell Common Stock or adopt a trading plan with respect to Common Stock other than this Instruction.

I represent and warrant that I am not presently aware of any material nonpublic information regarding the Company or its securities and that I am currently able to sell Common Stock under the Company's insider trading policies and covenant that I will not discuss or otherwise disclose material nonpublic information to my investment representative or any other of your personnel responsible for carrying out this Instruction. I have obtained the approval of the Company's counsel to enter into this Instruction.

This Instruction may be modified, terminated or amended only by a writing signed by the parties hereto. Any modification or amendment of this Instruction may only occur at a time when I am not aware of material nonpublic information concerning the Company or its securities and I am otherwise permitted to make sales under the Company's insider trading policies. If this Instruction is modified or amended, or if I establish a new plan after termination of this Instruction, no sales shall be made during the [thirty (30) calendar days] immediately following such modification, amendment or termination (other than sales already provided for in the Instruction prior to modification, amendment or termination).

This Instruction shall not be effective until Truist Investment Services confirms its acceptance in writing by signing below. It shall remain in full force and effect until revoked or modified by me in writing. Truist Investment Services may decline to act hereunder upon reasonable notice. I hereby irrevocably authorize you to accept any instruction from the Company to cease or suspend sales hereunder.



  Anthony Aisquith
  Date:



Accepted
Truist Investment Services



 
Dated:


 

[-Restricted-]



EX-99.1 3 brhc10026423_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned without the necessity of filing additional joint filing agreements. This Agreement may be executed in one or more counterparts.

Dated as of June 30, 2021

 
ANTHONY M. AISQUITH
    
 
/s/ Anthony M. Aisquith
    
 
YESICA ZIOBROWSKI AISQUITH
    
 
/s/ Yesica Ziobrowski Aisquith
    
 
RUSSELL COUNTY PROPERTIES, LP
    
  
By: Russell County General, Inc., its general partner
    
  By:
 /s/ Yesica Ziobrowski Aisquith
  Name:
Yesica Ziobrowski Aisquith
  Title:
President
    
 
RUSSELL COUNTY GENERAL, INC.
    
  By:
/s/ Yesica Ziobrowski Aisquith
  Name:
Yesica Ziobrowski Aisquith
  Title:
President