SC 13D/A 1 t1700365_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 7)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

Credit Acceptance Corporation
(Name of Issuer)

 

Common Stock
(Title of Class of Securities)

 

225310 10 1
(CUSIP Number)

 

Michael T. Raymond
Dickinson Wright, PLLC
2600 W. Big Beaver Rd., Suite 300
Troy, Michigan 48084-3312
248-433-7274
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 22, 2017
(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 S chedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

 

*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 cove r 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).

 

 

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 2 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Donald A. Foss 2009 Remainder Trust

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER

1,006,323

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,006,323

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 3 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Donald A. Foss 2010 Remainder Trust

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

   

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

 

 

 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER

703,321

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

703,321

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.6%*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 4 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson Living Trust

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

 

 

 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

363,408

 

8

SHARED VOTING POWER

0

 

9

SOLE DISPOSITIVE POWER

363,408

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

363,408

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9%*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 5 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson Irrevocable Trust

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

 

 

 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

31,797

 

8

SHARED VOTING POWER

0

 

9

SOLE DISPOSITIVE POWER

31,797

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

31,797

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 6 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Karol A. Foss Irrevocable Grandchildren’s Trust

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

728,632

 

8

SHARED VOTING POWER

0

 

9

SOLE DISPOSITIVE POWER

728,632

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

728,632

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.8%*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 7 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson 2016 Grantor Retained Annuity Trust

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

125,605

 

8

SHARED VOTING POWER

0

 

9

SOLE DISPOSITIVE POWER

125,605

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

125,605 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6%*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 8 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson 2014 Children’s Trust FBO Gwyneth Ellen Watson

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

44,540

 

8

SHARED VOTING POWER

0

 

9

SOLE DISPOSITIVE POWER

44,540

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,540

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 9 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson 2014 Children’s Trust FBO Duncan Todd Watson

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

44,540

 

8

SHARED VOTING POWER

0

 

9

SOLE DISPOSITIVE POWER

44,540

 

10

SHARED DISPOSITIVE POWER

0    

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,540

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 10 of 12

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jill Foss Watson

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

 7

SOLE VOTING POWER

1,338,522

 

8

SHARED VOTING POWER

1,709,644

 

9

SOLE DISPOSITIVE POWER

1,338,522

 

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,050,312**

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.7 %*

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, and the Jill Foss Watson 2016 Grantor Retained Annuity Trust. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. This amount also includes 2,146 shares held by Duncan Todd Watson. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts and by Duncan Todd Watson.

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 11 of 12

 

Explanatory Note: This Schedule 13D Amendment No. 7 is being filed to reflect the disposition by the reporting persons of shares of the Issuer’s common stock. The share totals contained herein are as of the close of business on May 26, 2017.

 

Item 1. Security and Issuer.

 

The class of equity securities to which this Schedule 13D relates is the common stock of Credit Acceptance Corporation (“Issuer” or “CACC”). The principal executive offices of CACC are located at 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339.

 

Item 2. Identity and Background.

 

No change, other than pursuant to Item 2(b). The reporting persons’ new business address is:

 

29777 Telegraph Road, Suite 2611

 

Southfield, MI 48034

 

Item 3. Source and Amount of Funds or Other Consideration.

 

No change.

 

Item 4. Purpose of Transaction.

 

No change.

 

Item 5. Interest in Securities of the Issuer

  

Reporting

Person

Amount

beneficially
owned:

Percent of

Class*

Sole power to

vote or direct
the vote:

Shared power

to vote or to
direct the vote:

Sole power to

dispose or to
direct the
disposition of:

Shared power

to dispose or to
direct the
disposition of:

The Donald A.
Foss 2009

Remainder

Trust

 

 1,006,323 5.2% 0 1,006,323 0 0

The Donald A.
Foss 2010

Remainder

Trust

 

 703,321 3.6% 0 703,321 0 0

Jill Foss
Watson Living
Trust

 

 363,408 1.9% 363,408 0 363,408 0

Jill Foss
Watson
Irrevocable
Trust**

 

 31,797 0.2% 31,797 0 31,797 0

Karol A. Foss
Irrevocable
Grandchildren’s
Trust**

 

 728,632 3.8% 728,632 0 728,632 0

Jill Foss Watson 2016

Grantor Retained Annuity

Trust

 

 125,605 0.6% 125,605 0 125,605 0

Jill Foss Watson 2014

Children’s Trust FBO

Gwyneth Ellen Watson

 

 44,540 0.2% 44,540 0 44,540 0

Jill Foss Watson 2014

Children’s Trust FBO

Duncan Todd Watson

 

 44,540 0.2% 44,540 0 44,540 0

Jill Foss

Watson**

 3,050,312 15.7% 1,338,522 1,709,644 1,338,522 0
             

 

 

 

 

 

CUSIP No. 225310 10 1

 

 SCHEDULE 13D Page 12 of 12

 

* The percentage is calculated based upon total outstanding shares of 19,392,155 as of April 24, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2017.

 

**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, and the Jill Foss Watson 2016 Grantor Retained Annuity Trust. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the Jill Foss Watson 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. This amount also includes 2,146 shares held by Duncan Todd Watson. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts and by Duncan Todd Watson.

 

(c) None.

 

(d) The respective beneficiaries of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Irrevocable Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2016 Grantor Retained Annuity Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson ultimately receive the pecuniary benefit of dividends from, or the proceeds from the sale of, the shares held in each respect ive trust.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

No change.

 

Item 7. Material to be Filed as Exhibits.

 

No change.

 

[Signature page follows]

 

 

 

 

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.

 

Date: May 30, 2017 The Donald A. Foss 2009 Remainder Trust
  /s/ Jill Foss Watson
  Name: Jill Foss Watson
  Title: Trustee
   
  The Donald A. Foss 2010 Remainder Trust
  /s/ Jill Foss Watson
  Name: Jill Foss Watson
  Title: Trustee
   
  Jill Foss Watson Living Trust
  /s/ Jill Foss Watson
  Name: Jill Foss Watson
  Title: Trustee
   
  Jill Foss Watson Irrevocable Trust
  /s/ Todd Watson
  Name: Todd Watson
  Title: Trustee
   
  Karol A. Foss Irrevocable Grandchildren’s Trust
  /s/ Jill Foss Watson
  Name: Jill Foss Watson
  Title: Trustee
   
  Jill Foss Watson 2016 Grantor Retained Annuity Trust
  /s/ Jill Foss Watson
  Name: Jill Foss Watson
  Title: Trustee
   
  Jill Foss Watson 2014 Children's Trust FBO Gwyneth
  Ellen Watson
  /s/ Todd Watson
  Name: Todd Watson
  Title: Trustee
   
  Jill Foss Watson 2014 Children's Trust FBO Duncan
  Todd Watson
  /s/ Todd Watson
  Name: Todd Watson
  Title: Trustee
   
  Jill Foss Watson
  /s/ Jill Foss Watson
  Jill Foss Watson, Individually