1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Patrick E. Beans, as the Special Holdings Direction Adviser under the Amandla MK Trust
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person with
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7.
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Sole Voting Power
6,532,473
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
6,532,473
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,532,473
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
26.2%(1)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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The percentage indicated is based upon 24,920,050 shares of common stock outstanding as of October 25,
2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2019.
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Amandla MK Trust
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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||
3.
|
SEC USE ONLY
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||
4.
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Source of Funds (See Instructions)
OO
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
6,532,473
|
|
8.
|
Shared Voting Power
0
|
||
|
9.
|
Sole Dispositive Power
6,532,473
|
|
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,532,473
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
26.2%(1)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
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|
(1)
|
The percentage indicated is based upon 24,920,050 shares of common stock outstanding as of October 25,
2019, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2019.
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Item 1.
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Security and Issuer.
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Item 5.
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Interest in Securities of the Issuer.
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Name
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Shares of Common Stock
Beneficially Owned
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Percentage of Shares of Common Stock Beneficially Owned
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Trust and Adviser
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Common Stock – 6,532,473
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26.2%
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Name
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Trade Date
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Number of Shares Sold
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Price Per Share
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Where and How Transaction was Effected
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Trust and Adviser
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8/14/2019
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17,600
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$64.6995(1)
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Open market sale
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Trust and Adviser
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8/15/2019
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1,400
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$64.9718(2)
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Open market sale
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Trust and Adviser
|
8/16/2019
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3,763
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$64.7417(3)
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Open market sale
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Trust and Adviser
|
8/19/2019
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12,198
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$64.6781(4)
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Open market sale
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Trust and Adviser
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8/20/2019
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900
|
$64.50
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Open market sale
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Trust and Adviser
|
8/21/2019
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12,548
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$64.8254(5)
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Open market sale
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Trust and Adviser
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8/22/2019
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100
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$64.80
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Open market sale
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Trust and Adviser
|
8/28/2019
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252,000
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$63.0017(6)
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Open market sale
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Trust and Adviser
|
8/29/2019
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2,800
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$64.8939(7)
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Open market sale
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Trust and Adviser
|
9/3/2019
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33,800
|
$64.8386(8)
|
Open market sale
|
Trust and Adviser
|
9/4/2019
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1,063
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$64.8468(9)
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Open market sale
|
Trust and Adviser
|
9/18/2019
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500,000
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$60.5041(10)
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Open market sale
|
Trust and Adviser
|
9/19/2019
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6,200
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$63.1502(11)
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Open market sale
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Trust and Adviser
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11/21/2019
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1,565
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$63.8145(12)
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Open market sale
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Trust and Adviser
|
11/22/2019
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235
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$64.2551(13)
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Open market sale
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(1)
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This price is a weighted average price. The prices actually received ranged from $64.50 to $65.26.
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(2)
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This price is a weighted average price. The prices actually received ranged from $64.725 to $65.20
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(3)
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This price is a weighted average price. The prices actually received ranged from $64.50 to $65.05.
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(4)
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This price is a weighted average price. The prices actually received ranged from $64.50 to $66.01.
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(5)
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This price is a weighted average price. The prices actually received ranged from $64.75 to $65.11.
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(6)
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This price is a weighted average price. The prices actually received ranged from $63.00 to $63.62.
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(7)
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This price is a weighted average price. The prices actually received ranged from $64.75 to $65.12
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(8)
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This price is a weighted average price. The prices actually received ranged from $64.75 to $65.255.
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(9)
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This price is a weighted average price. The prices actually received ranged from $64.75 to $64.99.
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(10)
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This price is a weighted average price. The prices actually received ranged from $60.50 to $63.13.
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(11)
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This price is a weighted average price. The prices actually received ranged from $62.98 to $63.4275.
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(12)
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This price is a weighted average price. The prices actually received ranged from $63.75 to $63.935.
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(13)
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This price is a weighted average price. The prices actually received ranged from $64.10 to $64.37.
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Item 7.
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Material to be Filed as Exhibits.
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Power of Attorney of Patrick E. Beans, as Special Holdings Direction Adviser, and Amandla MK Trust
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Patrick E. Beans, as the Special Holdings Direction Adviser
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/s/ Patrick E. Beans, by Christopher Kortum, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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AMANDLA MK TRUST, by Patrick E. Beans, as trustee
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/s/ Patrick E. Beans, by Christopher Kortum, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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(1)
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execute for and on behalf of the undersigned, in the undersigned's capacity as a stockholder of National Research Corporation
(the "Company"), Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder;
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(2)
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute
any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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(3)
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take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.
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Amandla MK Trust
|
|
|
||
By:
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/s/ Patrick E. Beans
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Patrick E. Beans, as Special Holdings Direction Adviser
|
||
/s/ Patrick E. Beans
|
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Patrick E. Beans, as Special Holdings Direction Adviser
|