0000892712-24-000024.txt : 20240202 0000892712-24-000024.hdr.sgml : 20240202 20240202122702 ACCESSION NUMBER: 0000892712-24-000024 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240202 DATE AS OF CHANGE: 20240202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Schneider National, Inc. CENTRAL INDEX KEY: 0001692063 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 391258315 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89958 FILM NUMBER: 24589654 BUSINESS ADDRESS: STREET 1: 3101 SOUTH PACKERLAND DRIVE CITY: GREEN BAY STATE: WI ZIP: 54313 BUSINESS PHONE: 920-592-2000 MAIL ADDRESS: STREET 1: 3101 SOUTH PACKERLAND DRIVE CITY: GREEN BAY STATE: WI ZIP: 54313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DePrey Mary P. CENTRAL INDEX KEY: 0001701072 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: 3101 SOUTH PACKERLAND DRIVE CITY: GREEN BAY STATE: WI ZIP: 54313 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000892712-17-000357 0001701072 XXXXXXXX LIVE 6 Class B Common Stock, no par value per share 01/31/2024 false 0001692063 80689H102 Schneider National, Inc.

3101 SOUTH PACKERLAND DRIVE GREEN BAY WI 54313

Dennis F. Connolly 414-273-3500 Godfrey & Kahn, S.C. 833 East Michigan Street, Suite 1800 Milwaukee WI 53202 0001701072 N DePrey Mary P. OO N 1562891.00 17413000.00 1562891.00 17413000.00 18975891.00 N 17.2 IN Y Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey OO N WI 0.00 8400000.00 8400000.00 0.00 8400000.00 N 8.3 OO Trust Y Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey OO N WI 723190.00 7005900.00 7729090.00 0.00 7729090.00 N 7.7 OO Trust Class B Common Stock, no par value per share Schneider National, Inc. 3101 SOUTH PACKERLAND DRIVE GREEN BAY WI 54313 Cover Page Notes: Mary P. DePrey: The shares reported in Item 7 consist of shares of Class B Common Stock. Includes 1,024,757 shares of Class B Common Stock held in trust for the benefit of the Reporting Person's children for which the Reporting Person serves as sole trustee. The shares reported in Item 8 consist of 16,605,900 shares of Class A Common Stock and 807,100 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. The shares reported in Item 9 consist of shares of Class B Common Stock. The shares reported in Item 10 consist of 16,605,900 shares of Class A Common Stock and 807,100 shares of Class B Common Stock. The calculation in Item 13 is based on 93,417,155 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 24, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and as filed with the SEC on November 2, 2023. Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey: The shares reported in Item 8 consist 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. The calculation in Item 13 is based on 93,417,155 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 24, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and as filed with the SEC on November 2, 2023. Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey: The shares reported in Item 7 consist of shares of Class B Common Stock. The shares reported in Item 8 consist 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. The shares reported in Item 9 consist of 7,005,900 shares of Class A Common Stock and 723,190 shares of Class B Common Stock. The calculation in Item 13 is based on 93,417,155 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 24, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and as filed with the SEC on November 2, 2023. Explanatory Note: This Amendment No. 6 to Schedule 13D amends and supplements the Schedule 13D originally filed on April 21, 2017 and as subsequently amended (the "Original Schedule 13D"), and is being filed jointly on behalf of the Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey, a Wisconsin trust (the "Childrens Trust"), the Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey (the "2000 Trust, " and together with the Childrens Trust, the "Trusts"), and Mary P. DePrey, 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. Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 6 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. 6 to Schedule 13D is incorporated herein by this reference. Item 3 of the Original Schedule 13D is supplemented with the following: Between February 7, 2023 and January 31, 2024, Ms. DePrey disposed of 51,700 shares of Class B Common Stock by gift and acquired 23,240 shares of Class B Common Stock by gift. As of January 31, 2024, the Reporting Persons beneficially owned an aggregate of 16,605,900 shares of Class A Common Stock and 2,369,991 shares of Class B Common Stock. Item 6 of the Original Schedule 13D is supplemented with the following: Schneider Family Board Nomination Process Agreement On February 14, 2023, the Nomination Agreement was amended and restated (the "Amended Nomination Agreement"). Under the Amended Nomination Agreement, four specified members of the Schneider family have the right to nominate two family members to serve on the Board on an annual, rotating basis. The annual Schneider family director nominations, assuming each specified member of the Schneider family is able to serve, will rotate among the four specified Schneider family members through 2040 according to a schedule that is set forth in the Amended Nomination Agreement. After the Schneider family director nominee rotation described above is complete, or if the rotation described above ends before 2040, the four specified Schneider family members may, if all such family members are in agreement, propose to the corporate governance committee an amendment to the Amended Nomination Agreement, consistent with such agreement, to cover nominations of Schneider family members in subsequent periods, the approval of which shall be subject to the approval of the corporate governance committee and the Board, which approval shall not be unreasonably withheld. Such proposal must be made before the later of (a) December 31st of the year in which the rotation system ends or six months after the date on which the last family member's service as a director ends, whichever is later, or (b) December 31, 2040 in the event the rotation set forth above is completed. Item 7 of the Original Schedule 13D is supplemented with the following: Exhibit A Amended and Restated Schneider Family Board Nomination Process Agreement (incorporated by reference to Exhibit 10.6 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 17, 2023). DePrey Mary P. /s/ Mary P. DePrey 01/31/2024 Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey /s/ Mary P. DePrey 01/31/2024 /s/ Joan D. Klimpel 01/31/2024 Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey /s/ Mary P. DePrey 01/31/2024 /s/ Joan D. Klimpel 01/31/2024