* |
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.
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CUSIP No. |
06652N107 |
1
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NAME OF REPORTING PERSONS
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William Bradford Haines Financial Services Trust
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
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☒
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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|||
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||||
4
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SOURCE OF FUNDS (See Instructions)
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Not applicable (see Items 3 and 4)
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||||
5
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CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Oklahoma, United States
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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
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2,896,512
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||||
8
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SHARED VOTING POWER
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0
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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2,896,512
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,896,512
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.86%(*)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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CUSIP No. |
06652N107 |
1
|
NAME OF REPORTING PERSONS
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Lisa K. Haines Financial Services Trust
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
|
☒ | ||
(b)
|
☐
|
||||
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|
||||
3
|
SEC USE ONLY
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||
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|||
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||||
4
|
SOURCE OF FUNDS (See Instructions)
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||
Not applicable (see Items 3 and 4)
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|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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|
☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Oklahoma, United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
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1,430,864
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||||
8
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SHARED VOTING POWER
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0 |
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|||
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||||
9
|
SOLE DISPOSITIVE POWER
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||
1,430,864
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|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
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||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,430,864
|
|
|
|||
|
|
||||
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)
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||
14.25%(*)
|
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
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||
OO
|
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|||
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CUSIP No. |
06652N107 |
1
|
NAME OF REPORTING PERSONS
|
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Julee S. Lawrence Financial Services Trust
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
|
|
|
|||
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|
||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
||
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
Oklahoma, United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
1,430,864
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
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|
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||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,430,864
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,430,864
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.25%(*)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. |
06652N107 |
1
|
NAME OF REPORTING PERSONS
|
|
|
||
William B. Haines, not individually but solely as the trustee of the William Bradford Haines Financial Services 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)
|
|
|
||
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
2,896,512(*)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,896,512(*)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,896,512(*)
|
|
|
|||
|
|
||||
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)
|
|
|
||
28.86% (**)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
||
IN
|
|
|
|||
|
|
(i) |
The William Bradford Haines Financial Services Trust (the “WBH Trust”);
|
(ii) |
The Lisa K. Haines Financial Services Trust (the “LKH Trust”);
|
(iii) |
The Julee S. Lawrence Financial Services Trust (the “JSL Trust”); and
|
(iv) |
Mr. William B. Haines, not individually but solely in his capacity as trustee of the WBH Trust.
|
(i) |
2,896,512 shares of Common Stock, or 28.86% of the outstanding shares of Common Stock, held for the account of the WBH Trust.
|
(ii) |
1,430,864 shares of Common Stock, or 14.25% of the outstanding shares of Common Stock, held for the account of the LKH Trust.
|
(iii) |
1,430,864 shares of Common Stock, or 14.25% of the outstanding shares of Common Stock, held for the account of the JSL Trust.
|
(iv) |
Mr. William B. Haines is the sole trustee of the WBH Trust, with sole voting and investment power over 2,896,512 shares of Common Stock, or 28.86% of the outstanding shares of Common Stock, all of which is reported hereby as owned by
the WBH Trust.
|
Exhibit No.
|
Description
|
99.1
|
Joint Filing Agreement, dated October 1, 2018, by and among the Haines Family Trusts, William B. Haines, John T. Phillips, Lisa K. Haines and Julee S. Thummel, filed with the Securities and Exchange Commission on October 2, 2018
|
99.2
|
Form of Lock-Up Agreement, filed as an exhibit to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1(SEC File No. 333-227-010), filed with the Securities and Exchange Commission on
September 17, 2018
|
99.3
|
Form of Registration Rights Agreement, filed as Exhibit 10.4 to the Issuer’s Registration Statement on Form S-1(SEC File No. 333-227-010), filed with the Securities and Exchange Commission on August 24, 2018
|
99.4
|
Form of Tax Sharing Agreement, filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1(SEC File No. 333-227-010), filed with the Securities and Exchange Commission on August 24, 2018
|
Date: September 5, 2019
|
||||
WILLIAM BRADFORD HAINES FINANCIAL SERVICES TRUST
|
||||
By:
|
/s/ William B. Haines
|
|||
Name:
|
William B. Haines, Trustee | |||
LISA K. HAINES FINANCIAL SERVICES TRUST
|
||||
By:
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/s/ John T. Phillips
|
|||
Name:
|
John T. Phillips, Authorized Co-Trustee | |||
JULEE S. LAWRENCE FINANCIAL SERVICES TRUST
|
||||
By:
|
/s/ John T. Phillips
|
|||
Name:
|
John T. Phillips, Authorized Co-Trustee | |||
WILLIAM B. HAINES
|
||||
By: |
/s/ William B. Haines
|
|||
Name:
|
William B. Haines
|