0001008886-19-000201.txt : 20191125 0001008886-19-000201.hdr.sgml : 20191125 20191125164428 ACCESSION NUMBER: 0001008886-19-000201 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20191125 DATE AS OF CHANGE: 20191125 GROUP MEMBERS: AMANDLA MK TRUST GROUP MEMBERS: PATRICK E. BEANS, AS THE SPECIAL HOLDINGS DIRECTION ADVISER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RESEARCH CORP CENTRAL INDEX KEY: 0000070487 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 470634000 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52417 FILM NUMBER: 191246690 BUSINESS ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024752525 MAIL ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Amandla MK Trust CENTRAL INDEX KEY: 0001729470 IRS NUMBER: 826840389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THE BRYN MAWR TRUST COMPANY OF DELAW STREET 2: 20 MONTCHANIN RD, SUITE 100 CITY: GREENVILLE STATE: DE ZIP: 19807 BUSINESS PHONE: 302-798-1790 MAIL ADDRESS: STREET 1: C/O THE BRYN MAWR TRUST COMPANY OF DELAW STREET 2: 20 MONTCHANIN RD, SUITE 100 CITY: GREENVILLE STATE: DE ZIP: 19807 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 3)

National Research Corporation
__________________________________________________________________________________
(Name of Issuer)

Common Stock, $0.001 par value
__________________________________________________________________________________
(Title of Class of Securities)

637372202
__________________________________________________________________________________
(CUSIP Number)

Patrick E. Beans
Amandla LLC
709 Pier 2
Lincoln, NE 68528
402-440-2768
__________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 28, 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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]
 
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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
 

CUSIP NO.:  637372202

1.
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
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [   ]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
United States of America
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)
IN
 

 
(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.
CUSIP NO.:  637372202

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Amandla MK Trust
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [   ]
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
6.
Citizenship or Place of Organization
 
Delaware
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
 

 
(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.
CUSIP NO.:  637372202

Item 1.
Security and Issuer.

This Amendment No. 3 to Schedule 13D, which relates to shares of the Common Stock, par value $.001 per share (the “Common Stock”), of National Research Corporation, a Wisconsin corporation (the “Issuer”), is being filed on behalf of Patrick E. Beans, as Special Holdings Direction Adviser under the Amandla MK Trust (the “Adviser”), and the Amandla MK Trust (the “Trust”) to amend the Reporting Persons’ Schedule 13D, as amended (the “Schedule 13D”), originally filed on February 2, 2018.  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set for in the Schedule 13D.  The address of the principal executive offices of the Issuer is 1245 “Q” Street, Lincoln, Nebraska 68508.

Item 5.
Interest in Securities of the Issuer.

Item 5 of the Original Statement is hereby amended and supplemented by adding the following information:

(a)          Set forth below is the aggregate number and percentage of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2 (based on 24,920,050 shares of Common Stock outstanding as of October 25, 2019):

Name
Shares of Common Stock
Beneficially Owned
Percentage of Shares of Common Stock Beneficially Owned
Trust and Adviser
Common Stock – 6,532,473
26.2%

The Adviser is the Special Holdings Direction Adviser under the Trust and may be deemed to have sole voting and dispositive power with regard to the shares of Common Stock held by the Trust.

(c)          The following transactions have occurred since the most recent filing of an amendment to Schedule 13D by the Reporting Persons:

Name
Trade Date
Number of Shares Sold
Price Per Share
Where and How Transaction was Effected
Trust and Adviser
8/14/2019
17,600
$64.6995(1)
Open market sale
Trust and Adviser
8/15/2019
1,400
$64.9718(2)
Open market sale
Trust and Adviser
8/16/2019
3,763
$64.7417(3)
Open market sale
Trust and Adviser
8/19/2019
12,198
$64.6781(4)
Open market sale
Trust and Adviser
8/20/2019
900
$64.50
Open market sale
Trust and Adviser
8/21/2019
12,548
$64.8254(5)
Open market sale
Trust and Adviser
8/22/2019
100
$64.80
Open market sale
Trust and Adviser
8/28/2019
252,000
$63.0017(6)
Open market sale
Trust and Adviser
8/29/2019
2,800
$64.8939(7)
Open market sale
Trust and Adviser
9/3/2019
33,800
$64.8386(8)
Open market sale
Trust and Adviser
9/4/2019
1,063
$64.8468(9)
Open market sale
Trust and Adviser
9/18/2019
500,000
$60.5041(10)
Open market sale
Trust and Adviser
9/19/2019
6,200
$63.1502(11)
Open market sale
Trust and Adviser
11/21/2019
1,565
$63.8145(12)
Open market sale
Trust and Adviser
11/22/2019
235
$64.2551(13)
Open market sale

 
(1)
This price is a weighted average price. The prices actually received ranged from $64.50 to $65.26.
 
(2)
This price is a weighted average price. The prices actually received ranged from $64.725 to $65.20
 
(3)
This price is a weighted average price. The prices actually received ranged from $64.50 to $65.05.
 
(4)
This price is a weighted average price. The prices actually received ranged from $64.50 to $66.01.
 
(5)
This price is a weighted average price. The prices actually received ranged from $64.75 to $65.11.
 
(6)
This price is a weighted average price. The prices actually received ranged from $63.00 to $63.62.
 
(7)
This price is a weighted average price. The prices actually received ranged from $64.75 to $65.12
 
(8)
This price is a weighted average price. The prices actually received ranged from $64.75 to $65.255.
 
(9)
This price is a weighted average price. The prices actually received ranged from $64.75 to $64.99.
 
(10)
This price is a weighted average price. The prices actually received ranged from $60.50 to $63.13.
 
(11)
This price is a weighted average price. The prices actually received ranged from $62.98 to $63.4275.
 
(12)
This price is a weighted average price. The prices actually received ranged from $63.75 to $63.935.
 
(13)
This price is a weighted average price. The prices actually received ranged from $64.10 to $64.37.


Item 7.
Material to be Filed as Exhibits.
 
 
Power of Attorney of Patrick E. Beans, as Special Holdings Direction Adviser, and Amandla MK Trust
     
 

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.
 
 
Patrick E. Beans, as the Special Holdings Direction Adviser
   
   
 
/s/ Patrick E. Beans, by Christopher Kortum, attorney-in-fact, pursuant to a Power of Attorney filed herewith
   
   
 
AMANDLA MK TRUST, by Patrick E. Beans, as trustee
   
   
 
/s/ Patrick E. Beans, by Christopher Kortum, attorney-in-fact, pursuant to a Power of Attorney filed herewith

Dated: November 25, 2019
 EX-99.1 2 exhibit991.htm EXHIBIT 99.1 (POWER OF ATTORNEY OF AMANDLA MK TRUST)
Exhibit 99.1

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitute and appoint each of Mark A. Scudder, Heidi Hornung-Scherr, and Christopher Kortum, signing singly, the undersigned's true and lawful attorney-in-fact to:

 
(1)
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;

 
(2)
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

 
(3)
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.

The undersigned hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the undersigned's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

In consideration of the attorneys-in-fact acting on the undersigned's behalf pursuant to this Power of Attorney, the undersigned hereby agree to indemnify and hold harmless each attorney-in-fact, each substitute attorney-in-fact, and each of their respective heirs, executors, legal representatives, successors, and assigns from and against the entirety of any and all losses, claims, causes of action, damages, fines, defense costs, amounts paid in settlement, liabilities, and expenses, including reasonable attorneys' fees and expenses (collectively, "Losses"), relating to or arising out of the exercise of this Power of Attorney by any such attorney-in-fact or substitute attorney-in-fact, and will reimburse each such indemnified person for all Losses as they are incurred by such indemnified person in connection with any pending or threatened claim, action, suit, proceeding, or investigation with which such indemnified person is or is threatened to be made a party. The undersigned will not, however, be responsible for any Losses that are finally determined by a court of competent jurisdiction to have resulted solely from an attorney-in-fact's or substitute attorney-in-fact's bad faith or willful misconduct.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D and 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 5th day of October 2019.

 
Amandla MK Trust
 
  
 
By:
/s/ Patrick E. Beans
   
Patrick E. Beans, as Special Holdings Direction Adviser
   
   
/s/ Patrick E. Beans
   
Patrick E. Beans, as Special Holdings Direction Adviser