UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Conn's, Inc.
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(Name of Issuer)
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Common Stock, par value $.01 per share
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(Title of Class of Securities)
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| 208242107 |
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(CUSIP Number)
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William W. Kilgroe
The Stephens Group, LLC
100 River Bluff Drive, Suite 500
Little Rock, AR 72202
(501) 377-3401
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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May 24, 2024
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(Date of Event which Requires Filing of this Statement)
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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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 cover 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. 208242107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. Identification Nos. of above persons (entities only).
The Stephens Group, LLC
20-4948475
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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☐
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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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Arkansas
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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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0
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,890,612 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,890,612
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.13%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Based
on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
| (1) |
Represents total shares held by SG-1890, LLC. The Stephens Group, LLC is the manager of SG-1890, LLC.
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CUSIP No. 208242107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. Identification Nos. of above persons (entities only).
Snow Lake Holdings, Inc.
71-0816760
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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☐
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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)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Nevada
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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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23,807
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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23,807
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,807
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.09%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* Based
on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
CUSIP No. 208242107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. Identification Nos. of above persons (entities only).
SG-1890, LLC
26-1566670
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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☐
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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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Arkansas
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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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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,217,873
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,217,873
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.50%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
CUSIP No. 208242107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. Identification Nos. of above persons (entities only).
W. R. Stephens, Jr.
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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☐
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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)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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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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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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72,493(1)
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10
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SHARED DISPOSITIVE POWER
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4,890,612(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,963,105
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.42%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
| (1) |
Represents total shares held by W.R. Stephens, Jr. Revocable Trust over which Mr. Stephens, Jr. acts as Trustee.
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| (2) |
Represents total shares held by SG-1890, LLC. Mr. Stephens, Jr. is a member of the Board of Managers of The Stephens Group, LLC, the manager of SG-1890, LLC.
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CUSIP No. 208242107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. Identification Nos. of above persons (entities only).
Elizabeth Stephens Campbell
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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☐
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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)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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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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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,890,612(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,890,612
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.13%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
| (1) |
Represents total shares held by SG-1890, LLC. Ms. Campbell is a member of the Board of Managers of The Stephens Group, LLC, the manager of SG-1890, LLC.
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CUSIP No. 208242107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. Identification Nos. of above persons (entities only).
Arden Jewell Stephens 2012 Trust
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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☐
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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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Arkansas
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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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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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21,684
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,684
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.08%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024..
CUSIP No. 208242107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. Identification Nos. of above persons (entities only).
W. R. Stephens III 2012 Trust
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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[X]
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(b)
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☐
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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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Arkansas
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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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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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21,684
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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21,684
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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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0.08%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
OO
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* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.1.
CUSIP No. 208242107
|
1
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NAMES OF REPORTING PERSONS
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|
|
I.R.S. Identification Nos. of above persons (entities only).
Arden Jewell Stephens Trust dtd 10/20/99
71-6179371
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
(b)
|
☐
|
|
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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PF
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
| |
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Arkansas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
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8
|
SHARED VOTING POWER
|
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9
|
SOLE DISPOSITIVE POWER
|
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|
|
373
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|
10
|
SHARED DISPOSITIVE POWER
|
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0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
373
|
|
|
|
|
|
|
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)
|
|
|
|
0.00%*
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|
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|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
CUSIP No. 208242107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
W. R. Stephens III Trust dtd 7/2/01
73-6339125
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
PF
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Arkansas
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
372
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
372
|
|
|
|
|
|
|
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)
|
|
|
|
0.00%*
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
CUSIP No. 208242107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
Elizabeth Chisum Campbell 2012 Trust
N/A
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
AF
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Arkansas
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
21,227
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
21,227
|
|
|
|
|
|
|
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)
|
|
|
|
0.08%*
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
CUSIP No. 208242107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
Susan Stephens Campbell 2012 Trust
N/A
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
AF
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Arkansas
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
21,227
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
21,227
|
|
|
|
|
|
|
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)
|
|
|
|
0.08%*
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
CUSIP No. 208242107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
Craig Dobbs Campbell, Jr. 2012 Trust
N/A
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
AF
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Arkansas
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
21,227
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
21,227
|
|
|
|
|
|
|
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)
|
|
|
|
0.08%*
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
CUSIP No. 208242107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
Elizabeth S. Campbell Trust A
26-6173592
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
PF
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Arkansas
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
22,661
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
22,661
|
|
|
|
|
|
|
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)
|
|
|
|
0.09%*
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
CUSIP No. 208242107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
Carol M. Stephens
N/A
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
PF
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
U.S.A.
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
5,428
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
5,428
|
|
|
|
|
|
|
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)
|
|
|
|
0.02%*
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
* Based on 24,885,975 shares of Common Stock outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024.
Item 1. Security and Issuer.
This Amendment No. 11 to the Statement of Beneficial Ownership on Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (“Common Stock”) of Conn’s, Inc., a Delaware corporation
(the “Company”) and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The address of the principal executive offices of the Company is 2445 Technology Forest Blvd., Ste. 800, The
Woodlands, TX 77381. This Amendment amends the Statement of Beneficial Ownership on Schedule 13D (the “Statement”) filed by the Reporting Persons (as defined below) on February 6, 2009, as amended on February 12, 2010, October 26, 2010, November
23, 2010, December 14, 2012, March 28, 2013, June 12, 2013, April 17, 2014, July 15, 2015, July 20, 2017 and January 28, 2022.
Item 2. Identity and Background.
This Amendment is filed jointly by and for the entities and persons listed below, all of whom together are referred to as the “Reporting Persons” or
individually as a “Reporting Person.”
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the board of directors or board of managers, as
applicable, of each of the applicable Reporting Persons (collectively, the “Listed Persons”), required by Item 2 of Schedule 13D is provided on Schedule I and is incorporated by reference herein.
|
(i)
|
The Stephens Group, LLC (“The Stephens Group”)
|
The Stephens Group is an Arkansas manager-managed limited liability company. It is managed by a Board of Managers consisting of the following
individuals: W. R. Stephens, Jr. and Elizabeth S. Campbell. The Stephens Group is the Manager of SG-1890 (as defined below).
|
(ii)
|
Snow Lake Holdings, Inc. (“Snow Lake”)
|
Snow Lake is a Nevada corporation. It is managed by a Board of Directors consisting of the following individuals: Elizabeth S. Campbell, Craig D.
Campbell, Robert L. Schulte, and Hal Joseph Kemp.
|
(iii)
|
SG-1890, LLC (“SG-1890”)
|
SG-1890 is an Arkansas manager-managed limited liability company. The sole manager is The Stephens Group, which has the ability to make decisions for
SG-1890.
W. R. Stephens, Jr. is a member of the Board of Managers of The Stephens Group.
|
(v)
|
Elizabeth S. Campbell
|
Elizabeth S. Campbell is a member of the Board of Managers of The Stephens Group.
|
(vi)
|
Arden Jewell Stephens 2012 Trust
|
Arden Jewell Stephens 2012 Trust is an irrevocable trust governed under the laws of the State of Arkansas. The trustees of the trust are Robert L.
Schulte and Ronald M. Clark.
|
(vii)
|
W. R. Stephens III 2012 Trust
|
W. R. Stephens III 2012 Trust is an irrevocable trust governed under the laws of the State of Arkansas. The trustees of the trust are Robert L. Schulte
and Ronald M. Clark.
|
(viii)
|
Arden Jewell Stephens Trust dtd 10/20/99
|
Arden Jewell Stephens Trust dtd 10/20/99 is an irrevocable trust governed under the laws of the State of Arkansas. The trustees of the trust are Robert
L. Schulte, Carol M. Stephens and Ronald M. Clark.
|
(ix)
|
W. R. Stephens III Trust dtd 7/2/01
|
W. R. Stephens III Trust dtd 7/2/01 is an irrevocable trust governed under the laws of the State of Arkansas. The trustees of the trust are Robert L. Schulte and Ronald M.
Clark.
|
(x)
|
Elizabeth Chisum Campbell 2012 Trust
|
Elizabeth Chisum Campbell 2012 is an irrevocable trust governed under the laws of the State of Arkansas. The trustees of the trust are Robert L. Schulte
and Ronald M. Clark.
|
(xi)
|
Susan Stephens Campbell 2012 Trust
|
Susan Stephens Campbell 2012 Trust is an irrevocable trust governed under the laws of the State of Arkansas. The trustees of the trust are Robert L.
Schulte and Ronald M. Clark.
|
(xii)
|
Craig Dobbs Campbell, Jr. 2012 Trust
|
Craig Dobbs Campbell, Jr. 2012 Trust is an irrevocable trust governed under the laws of the State of Arkansas. The trustees of the trust are Robert L.
Schulte and Ronald M. Clark.
|
(xiii)
|
Elizabeth S. Campbell Trust A
|
Elizabeth S. Campbell Trust A is an irrevocable trust governed under the laws of the State of Arkansas. The trustees of the trust are Ronald M. Clark and
Robert L. Schulte.
The Stephens Group, Snow Lake, SG-1890, Arden Jewell Stephens 2012 Trust, W. R. Stephens III 2012 Trust, Arden Jewell Stephens Trust dtd 10/22/99, W. R.
Stephens III Trust dtd 7/2/01, Elizabeth Chisum Campbell 2012 Trust, Susan Stephens Campbell 2012 Trust, Craig Dobbs Campbell, Jr. 2012 Trust and Elizabeth S. Campbell Trust A are each in the business of managing or holding investments. Each of the
individual persons listed above is a citizen of the United States of America. The business address of each Reporting Person and their respective managers, directors and officers, as applicable, is 100 River Bluff Drive, Suite 500 Little Rock,
Arkansas 72202.
The Reporting Persons and Listed Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
The Reporting Persons and Listed Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
Since the filing of Amendment No. 10 to this Schedule 13 D, the Reporting Persons had the following transactions in Company securities: On April 5, 2022, SG-1890 disposed of 74,693 shares of Common Stock by
distributing shares to certain of its members, as previously reported via timely filing of Form 4. On July 19, 2023 SG-1890 disposed of 12,777 shares of Common Stock at price of $5.019 per share, as previously reported via timely filing of Form 4.
On May 24, 2024, The Stephens Group became eligible to demand issuance of a warrant to acquire 672,739 shares of Common Stock with an exercise price of $2.794 per share in connection with the Company’s draw pursuant to the Delayed Draw Term Loan
and Security Agreement dated July 31, 2023, as amended.
Item 4. Purpose of Transaction.
The transactions described in Item 3 of this Amendment No. 11 were in the ordinary course of investing. The Reporting Persons do not have any plans or proposals which relate to or would result in any of the actions set forth in subsections (a)
through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The following table discloses the beneficial ownership of the Common Stock by the Reporting Persons as of the date of this Statement. The following disclosure is based on 24,885,975 shares of Common Stock
outstanding as of April 15, 2024, as reported in the annual report on Form 10-K filed by the Issuer on April 18, 2024. See Schedule I for the information applicable to the Listed Persons.
|
|
Directly Held
|
|
|
Beneficially Owned
|
|
|
% of Outstanding
|
|
|
Sole Voting Power
|
|
|
Shared Voting Power
|
|
|
Sole Dispositive Power
|
|
|
Shared Dispositive Power
|
|
|
Arden Jewell Stephens 2012 Trust
|
|
|
21,684
|
|
|
|
21,684
|
|
|
|
0.08
|
%
|
|
|
21,684
|
|
|
|
-
|
|
|
|
21,684
|
|
|
|
-
|
|
|
Carol Stephens
|
|
|
5,428
|
|
|
|
5,428
|
|
|
|
0.02
|
%
|
|
|
5,428
|
|
|
|
-
|
|
|
|
5,428
|
|
|
|
-
|
|
|
Craig Dobbs Campbell, Jr. 2012 Trust
|
|
|
21,227
|
|
|
|
21,227
|
|
|
|
0.08
|
%
|
|
|
21,227
|
|
|
|
-
|
|
|
|
21,227
|
|
|
|
-
|
|
|
Elizabeth Chisum Campbell 2012 Trust
|
|
|
21,227
|
|
|
|
21,227
|
|
|
|
0.08
|
%
|
|
|
21,227
|
|
|
|
-
|
|
|
|
21,227
|
|
|
|
-
|
|
|
Elizabeth Stephens Campbell Trust A
|
|
|
22,661
|
|
|
|
22,661
|
|
|
|
0.09
|
%
|
|
|
22,661
|
|
|
|
-
|
|
|
|
22,661
|
|
|
|
-
|
|
|
Snowlake Holdings, Inc.
|
|
|
23,807
|
|
|
|
23,807
|
|
|
|
0.09
|
%
|
|
|
23,807
|
|
|
|
-
|
|
|
|
23,807
|
|
|
|
-
|
|
|
Susan Stephens Campbell 2012 Trust
|
|
|
21,227
|
|
|
|
21,227
|
|
|
|
0.08
|
%
|
|
|
21,227
|
|
|
|
-
|
|
|
|
21,227
|
|
|
|
-
|
|
|
W. R. Stephens, III 2012 Trust
|
|
|
21,684
|
|
|
|
21,684
|
|
|
|
0.08
|
%
|
|
|
21,684
|
|
|
|
-
|
|
|
|
21,684
|
|
|
|
-
|
|
|
Arden Jewell Stephens Trust
|
|
|
373
|
|
|
|
373
|
|
|
|
0.00
|
%
|
|
|
373
|
|
|
|
-
|
|
|
|
373
|
|
|
|
-
|
|
|
W. R. Stephens, III Trust
|
|
|
372
|
|
|
|
372
|
|
|
|
0.00
|
%
|
|
|
372
|
|
|
|
-
|
|
|
|
372
|
|
|
|
-
|
|
|
SG-1890, LLC
|
|
|
4,217,873
|
|
|
|
4,217,873
|
|
|
|
16.50
|
%
|
|
|
-
|
|
|
|
4,217,873
|
|
|
|
-
|
|
|
|
4,217,873
|
|
|
W.R.Stephens, Jr.
|
|
|
-
|
|
|
|
4,963,105
|
|
|
|
19.42
|
%
|
|
|
72,493
|
(1) |
|
|
4,890,612
|
|
|
|
72,493
|
(1) |
|
|
4,890,612
|
|
|
Elizabeth S. Campbell
|
|
|
-
|
|
|
|
4,890,612
|
|
|
|
19.13
|
%
|
|
|
-
|
|
|
|
4,890,612
|
|
|
|
-
|
|
|
|
4,890,612
|
|
|
The Stephens Group, LLC (Warrants)
|
|
|
672,739
|
|
|
|
4,890,612
|
|
|
|
19.13
|
%
|
|
|
-
|
|
|
|
4,890,612
|
|
|
|
-
|
|
|
|
4,890,612
|
|
| (1) |
Represents total shares held by W.R. Stephens, Jr. Revocable Trust over which Mr. Stephens, Jr. acts as Trustee.
|
(c) Except as described in this Statement, the Reporting Persons have not effected any transaction in shares of
the Company’s Common Stock during the 60 days preceding the date hereof.
(d) Not applicable
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None, other than as described in this Statement.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 Agreement to File Joint Schedule 13D
Exhibit 2 Power of Attorney executed by Reporting Persons
SIGNATURES
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.
Dated: May 29, 2024
| |
By:
|
/s/ William W. Kilgroe
|
| |
|
Name: William W. Kilgroe
|
| |
|
|
| |
|
Attorney-in-Fact for
|
| |
|
|
| |
|
THE STEPHENS GROUP, LLC (1)
|
| |
|
SNOW LAKE HOLDINGS, INC. (1)
|
| |
|
SG-1890, LLC (1)
|
| |
|
WILTON R. STEPHENS, JR. (1)
|
| |
|
ELIZABETH S. CAMPBELL (1)
|
| |
|
ARDEN JEWELL STEPHENS 2012 TRUST (1)
|
| |
|
W. R. STEPHENS III 2012 TRUST (1)
|
| |
|
ARDEN JEWELL STEPHENS TRUST DTD 10/22/99 (1)
|
| |
|
W. R. STEPHENS III TRUST DTD 7/2/01 (1)
|
| |
|
ELIZABETH CHISUM CAMPBELL 2012 TRUST (1)
|
| |
|
SUSAN STEPHENS CAMPBELL 2012 TRUST (1)
|
| |
|
ELIZABETH S. CAMPBELL TRUST A (1)
|
| |
|
CAROL M. STEPHENS (1)
|
| |
|
CRAIG DOBBS CAMPBELL, JR. 2012 TRUST (1)
|
| |
|
|
| |
|
(1) A Power of Attorney authorizing William W. Kilgroe to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
|
SCHEDULE I
MANAGERS/DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The Stephens Group, LLC
The Stephens Group, LLC is an Arkansas manager-managed limited liability company (“The Stephens Group”). It is managed by a Board of Managers. The following sets forth the name and
position, if any, of each manager of The Stephens Group. Each such person is a citizen of the United States of America. The business address of each manager is 100 River Bluff Drive, Suite 500 Little Rock, Arkansas 72202.
|
Name
|
|
Position
|
|
W. R. Stephens, Jr.
|
|
Chief Executive Officer and Co-Chairman, Manager
|
|
Elizabeth S. Campbell
|
|
Co-Chairman, Manager
|
|
Craig D. Campbell
|
|
Vice Chairman
|
|
K. Aaron Clark
|
|
Senior Managing Director
|
|
William W. Kilgroe
|
|
General Counsel, Secretary
|
The Board of Managers consists of the following members: Wilton R. Stephens, Jr. and Elizabeth S. Campbell.
Snow Lake Holdings, Inc.
Snow Lake Holdings, Inc. is a Nevada corporation (“Snow Lake”). It is managed by a Board of Directors. The following sets forth the name and position, as applicable, of each
executive officer and director of Snow Lake. Each such person is a citizen of the United States of America. The business address of each officer and director is 100 River Bluff Drive, Suite 500 Little Rock, Arkansas 72202.
|
Name
|
|
Position
|
|
Elizabeth S. Campbell
|
|
Director
|
|
Craig D. Campbell
|
|
Director
|
|
Robert L. Schulte
|
|
Director, Vice President
|
|
Hal Joseph Kemp
|
|
President, Director
|
|
Christopher E. Kauffman
|
|
Secretary, Treasurer
|
SG-1890, LLC
SG-1890, LLC is an Arkansas manager-managed limited liability company (“SG-1890”). The sole Manager is The Stephens Group. W. R. Stephens, Jr. and Elizabeth S. Campbell, as members
of the Board of Managers of The Stephens Group, have the ability to make decisions for SG-1890 on behalf of The Stephens Group.
EXHIBIT INDEX
*Exhibit 1 Agreement
to File Joint Schedule 13D
*Exhibit 2 Power of
Attorney executed by Reporting Persons
*Filed Previously
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