SC 13D/A 1 schneiderzimmermann13d.htm AMENDMENT NO. 2 TO SCHEDULE 13D SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Schneider National, Inc.

(Name of Issuer)

Class B Common Stock, no par value per share
(Title of Class of Securities)

80689H 102
(CUSIP Number)


Dennis F. Connolly
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, WI  53202
   (414) 273-3500   
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

January 31, 2019
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].

* 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 (“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).




SCHEDULE 13D

CUSIP No.  80689H 102

l)

Name of Reporting Person

Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann

2)

Check the Appropriate Box if a Member of a Group

(a)  [   ]

(b)  [   ]

3)

SEC Use Only

4)

Source of Funds

OO

5)

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]

6)

Citizenship or Place of Organization

Wisconsin, U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:

7)

Sole Voting Power:

None

8)

Shared Voting Power

8,400,0001

9)

Sole Dispositive Power:

8,400,000

10)

Shared Dispositive Power:

None

11)

Aggregate Amount Beneficially Owned by Each Reporting Person

8,400,000

12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]

13)

Percent of Class Represented by Amount in Row (11)

8.2%2

14)

Type of Reporting Person

OO (trust)

_________________________________

1 Consists of shares of Class A common stock, no par value per share (“Class A Common Stock”), of Schneider National, Inc., a Wisconsin corporation (the “Issuer”). The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by the Reporting Person. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share.

2 This calculation is based on 93,969,268 shares of Class B common stock, no par value per share (“Class B Common Stock”), of the Issuer outstanding as of October 26, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and as filed with the SEC on November 2, 2018.  




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SCHEDULE 13D

CUSIP No.  80689H 102

l)

Name of Reporting Person

Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann

2)

Check the Appropriate Box if a Member of a Group

(a)  [   ]

(b)  [   ]

3)

SEC Use Only

4)

Source of Funds

OO

5)

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]

6)

Citizenship or Place of Organization

U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:

7)

Sole Voting Power:

2,361,185 3

8)

Shared Voting Power

7,005,900 4

9)

Sole Dispositive Power:

9,367,085 5

10)

Shared Dispositive Power:

None

11)

Aggregate Amount Beneficially Owned by Each Reporting Person

9,367,085

12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]

13)

Percent of Class Represented by Amount in Row (11)

9.3% 6

14)

Type of Reporting Person

OO (trust)

_________________________________

3  Consists of shares of Class B Common Stock.

4  Consists of shares of Class A Common Stock. The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by the Reporting Person. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share.

5  Consists of 7,005,900 shares of Class A Common Stock and 2,361,185 shares of Class B Common Stock.

6  This calculation is based on 93,969,268 shares of Class B Common Stock outstanding as of October 26, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and as filed with the SEC on November 2, 2018.



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SCHEDULE 13D

CUSIP No.  80689H 102

l)

Name of Reporting Person

Kathleen M. Zimmermann

2)

Check the Appropriate Box if a Member of a Group

(a)  [   ]

(b)  [   ]

3)

SEC Use Only

4)

Source of Funds

OO

5)

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]

6)

Citizenship or Place of Organization

U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:

7)

Sole Voting Power:

345,041 7

8)

Shared Voting Power

19,050,995 8

9)

Sole Dispositive Power:

345,041 9

10)

Shared Dispositive Power:

19,050,995 10

11)

Aggregate Amount Beneficially Owned by Each Reporting Person

19,396,036 11

12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]

13)

Percent of Class Represented by Amount in Row (11)

17.5% 12

14)

Type of Reporting Person

IN


_________________________________

7  Consists of shares of Class B Common Stock.

8  Consists of 16,605,900 shares of Class A Common Stock and 2,445,095 shares of Class B Common Stock. The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by trusts for the benefit of the Reporting Person and her descendants of which the Reporting Person is a co-trustee. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share.

9  Consists of shares of Class B Common Stock.

10  Consists of 16,605,900 shares of Class A Common Stock and 2,445,095 shares of Class B Common Stock.

11  Excludes 244,350 shares of Class B Common Stock held by Reporting Person’s spouse, over which he has sole voting and dispositive power.

12  This calculation is based on 93,969,268 shares of Class B Common Stock outstanding as of October 26, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and as filed with the SEC on November 2, 2018.


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This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D originally filed on April 21, 2017, as amended by Amendment No. 1 thereto (the “Original Schedule 13D”), and is being filed jointly on behalf of the Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann, a Wisconsin trust (the “Childrens Trust”), the Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann (the “2000 Trust,” and together with the Childrens Trust, the “Trusts”), and Kathleen M. Zimmermann, in her individual capacity and as a co-trustee of the Trusts (together the “Reporting Persons”), relating to the shares of Class A common stock, no par value per share (“Class A Common Stock”), and Class B common stock, no par value per share (“Class B Common Stock”), of Schneider National, Inc., a Wisconsin corporation (the “Issuer”).  Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 2 to Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D. All disclosure for items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment No. 2 to Schedule 13D is incorporated herein by this reference.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is supplemented with the following:

Between April 2, 2018 and January 31, 2019, Ms. Zimmermann acquired 1,232 shares of Class B Common Stock as an equity retainer amount under the Schneider National, Inc. 2017 Omnibus Incentive Plan in her capacity as a director of the Issuer and disposed of 584,225 shares of Class B Common Stock by gift.  As of January 31, 2019, the Reporting Persons beneficially owned an aggregate of 16,605,900 shares of Class A Common Stock and 2,790,136 shares of Class B Common Stock.



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Signatures

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete, and correct.

Dated:  February 11, 2019


Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann


By:  /s/ Kathleen M. Zimmermann    

Name:  Kathleen M. Zimmermann

Title:  Co-Trustee


By:  __/s/ Joan D. Klimpel            

Name:  Joan D. Klimpel

Title:  Co-Trustee



Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann


By:  __/s/ Kathleen M. Zimmermann    

Name:  Kathleen M. Zimmermann

Title:  Co-Trustee


By:  /s/ Joan D. Klimpel            

Name:  Joan D. Klimpel

Title:  Co-Trustee


Kathleen M. Zimmermann


By:  /s/ Kathleen M. Zimmermann    

Name:  Kathleen M. Zimmermann




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