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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On December 11, 2018, MTD contributed 7,300,866 shares of Common Stock to Oak Tree Archway for no consideration in connection with an
internal reorganization. As a result, these shares are now held directly by Oak Tree Archway and indirectly by MTD.
Item 4. Purpose of
Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 3 above is incorporated herein by reference. Other than as described above, the Reporting Persons do not
have any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although the Reporting Persons reserve the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated captions (a), (b) and (d) thereof as follows:
(a)-(b) The Reporting Persons had, as of December 17, 2018, sole or shared power to vote or to direct the vote and sole or shared power to
dispose or to direct the disposition of the Common Stock as follows:
As of such date, Oak Tree Archway directly beneficially owned
7,300,866 shares of Common Stock, constituting approximately 31.2% of the outstanding shares of Common Stock. In addition to indirectly beneficially owning the same 7,300,866 shares of Common Stock through Oak Tree Archway, MTD also has shared power
to vote and dispose of 604,400 shares of Common Stock owned by the MTD Products Inc. Master Employee Benefit Trust (the Trust), a trust fund established and sponsored by MTD. Accordingly, as of such date, MTD beneficially owned a total
of 7,905,266 shares of Common Stock, constituting approximately 33.8% of the outstanding Common Stock.
As of such date,
Mr. Curtis E. Moll, the Chairman of the Board and Chief Executive Officer of MTD, owned directly 200,651 shares of Common Stock with the sole power to vote and dispose of such shares. In addition, Sara H. Moll, the wife of Mr. Moll,
owned 1,104 shares of Common Stock. Mr. Moll shares voting and dispositive power with respect to Common Stock held by Sara H. Moll.
As of such date, Dieter Kaesgen, President of MTD and a member of MTDs Board of Directors, owned directly 68,870 shares of Common Stock,
David J. Hessler, Secretary of MTD, owned 80,814 shares of Common Stock, Martha Hessler, the wife of David J. Hessler, owned 1,000 shares of Common Stock, Robert J. King, Jr., a member of MTDs Board of Directors, owned 23,079 shares of Common
Stock and 1,500 shares of Common Stock in trust, and Robert T. Moll, a member of MTDs Board of Directors, owned 73 shares of Common Stock.
Curtis E. Moll, David J. Hessler and Theodore S. Moll serve as trustees of The Jochum Moll Foundation, a charitable organization, and have the
power to vote and dispose of the 20,000 shares held by The Jochum Moll Foundation.
The Reporting Persons disclaim beneficial ownership of
shares held by the foregoing executive officers and directors.
Percentages set forth on the cover pages hereof and in this Item 5 are
based on 23,398,565 shares of Common Stock outstanding reported as outstanding as of September 4, 2018 in the Issuers quarterly report on
Form 10-Q
for the quarterly period ended July 31,
2018.
(d) As the sole member and manager of Oak Tree Archway, MTD has the right of dividends from, or the proceeds from the sale of, the
shares beneficially owned directly by Oak Tree Archway. Except for the current shared dispositive power of MTD with respect to the Trust noted in this Item 5, no person has the right to direct the receipt of the proceeds from the sale of Common
Stock owned by the Reporting Persons.