PC CONNECTION INC: Ownership Filing Amendment

TL;DR

PC CONNECTION INC: Ownership filing amendment filed by Patricia Gallup and trusts.

AI Summary

On May 8, 2024, Patricia Gallup, The Comack Trust, and David Hall Trust 2003 filed an amendment (Amendment No. 8) to their Schedule 13D for PC Connection, Inc. This filing indicates a change in beneficial ownership of the company's common stock, par value $0.01 per share.

Why It Matters

Schedule 13D filings are crucial for understanding significant changes in the ownership of public companies, which can signal shifts in control or investment strategies.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D can indicate significant changes in beneficial ownership, potentially leading to activist investor actions or strategic shifts.

Key Numbers

• Amendment No. 8 — Filing Amendment Number (Indicates this is an update to a previous filing.)

Key Players & Entities

• PC CONNECTION, INC. (company) — Subject Company
• Patricia Gallup (person) — Filing Person
• The Comack Trust (company) — Filing Person
• David Hall Trust 2003 (company) — Filing Person
• 0.01 (dollar_amount) — Par value of common stock

FAQ

Key Financial Figures

• $262,588 — f record by Ms. Gallup is approximately $262,588. The aggregate cost basis of the 6,879,
• $247,265,604 — David Hall Trust 2003 is approximately $247,265,604, following a step up in basis upon Mr.
• $5,825,617 — f record by the Estate is approximately $5,825,617, following a step up in basis upon Mr.
• $1,833 — the North Branch Trust is approximately $1,833. The aggregate cost basis of the 15,133
• $1,636 — by Ms. Gallup's spouse is approximately $1,636. Item 4. Purpose of Transaction. Ite
• $0.00 — 5/8/2024 1,838,745 Distribution(1) $0.00 Private Transaction Comack Trust 5/8

Filing Documents

• tmb-20240510xsc13da.htm (SC 13D/A) — 128KB
• tmb-20240510xex1.htm (EX-1) — 9KB
• 0001558370-24-007832.txt ( ) — 139KB

Identity and Background

Item 2. Identity and Background.

is amended and restated in its entirety as follows

Item 2 is amended and restated in its entirety as follows: This Schedule 13D is filed on behalf of i. Patricia Gallup, a United States citizen, the sole trustee and sole annuitant of the Comack Trust (as defined below), the sole trustee and sole beneficiary of the shares held by The David Hall Trust 2003 (as defined below), the executor of the Estate of David McLellan Hall (the "Estate") and Chair of the Board of Directors and Chief Administrative Officer of the Issuer, with respect to the Common Stock directly and beneficially owned by her; ii. The Comack Trust (the "Comack Trust"), a grantor retained annuity trust formed under the laws of the State of New Hampshire, with respect to the Common Stock previously owned by it; and iii. The David Hall Trust 2003 (the "David Hall Trust 2003"), an irrevocable trust formed under the laws of the State of New Hampshire, with respect to the Common Stock directly owned by it. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons files this Schedule 13D jointly. The Reporting Persons are filing this Statement jointly, as they may be considered a "group" under Section 13(d)(3) of the Act. A. The address or the principal office address, as applicable, of each of the Reporting Persons is P.O. Box 256, Keene, New Hampshire 03431. B. The principal occupation of Patricia Gallup is serving as the Chair of the Board of Directors and the Chief Administrative Officer of the Issuer. C. The principal business of the Comack Trust was to administer certain assets of Patricia Gallup for estate and financial planning purposes. D. The principal business of the David Hall Trust 2003 is to facilitate the administration of certain assets of the Estate. E. During the past five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil pr

Source and Amount of Funds or Other Consideration

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

is amended and restated in its entirety as follows

Item 3 is amended and restated in its entirety as follows: At the founding of the Issuer, Patricia Gallup and David Hall acquired shares of Common Stock using nominal personal funds. In connection with the Issuer's initial public offering in March 1998, Ms. Gallup and Mr. Hall placed substantially all of the shares of Common Stock that they beneficially owned immediately prior to the public offering into the Voting Trust in exchange for voting trust receipts representing each share of Common Stock contributed to the Voting Trust. Mr. Hall passed away on November 14, 2020. Upon Mr. Hall's passing the shares of Common Stock directly and beneficially owned by him were transferred to the Estate and Ms. Gallup became the sole remaining trustee of the Voting Trust. As sole remaining trustee, Ms. Gallup had the authority to administer the Voting Trust and vote all of the shares held of record by the Voting Trust. On September 10, 2021, Ms. Gallup, as the sole remaining trustee of the Voting Trust, directed the Voting Trust be liquidated and the shares held of record by the Voting Trust be transferred to Ms. Gallup and the Estate as the holders of all of the outstanding Voting Trust Receipts, which was completed on September 21, 2021. Between May 16, 2014 and May 9, 2024, Ms. Gallup acquired 17,000 shares of Common Stock pursuant to restricted stock awards under the Issuer's Amended and Restated 1997 Stock Incentive Plan and the Issuer's Amended and Restated 2007 Stock Incentive Plan. Between May 16, 2014 and November 14, 2020, Mr. Hall, prior to his passing, acquired 15,500 shares of Common Stock pursuant to restricted stock awards under the Issuer's Amended and Restated 1997 Stock Incentive Plan and the Issuer's Amended and Restated 2007 Stock Incentive Plan. On May 9, 2022, for estate planning purposes, Ms. Gallup contributed 5,000,000 shares of Common Stock to the Comack Trust for no consideration. The Comack Trust distributed 2,539,948 and 1,838,745 shares of Common

Purpose of Transaction

Item 4. Purpose of Transaction.

is amended and restated in its entirety as follows

Item 4 is amended and restated in its entirety as follows: The Reporting Persons hold a substantial position in the Issuer, which was primarily acquired by Patricia Gallup and David Hall at the founding of the Issuer. In connection with the Issuer's initial public offering in March 1998, Ms. Gallup and Mr. Hall placed substantially all of the shares of Common Stock that they beneficially owned immediately prior to the public offering into the Voting Trust in exchange for voting trust receipts representing each share of Common Stock contributed to the Voting Trust. Mr. Hall passed away on November 14, 2020. Upon Mr. Hall's passing the shares of Common Stock directly and beneficially owned by him were transferred to the Estate and Ms. Gallup became the sole remaining trustee of the Voting Trust. As sole remaining trustee, Ms. Gallup had the authority to administer the Voting Trust and vote all of the shares held of record by the Voting Trust. On September 10, 2021, Ms. Gallup, as the sole remaining trustee of the Voting Trust, directed the Voting Trust be liquidated and the shares held of record by the Voting Trust be transferred to Ms. Gallup and the Estate as the holders of all of the outstanding Voting Trust Receipts, which was completed on September 21, 2021. On May 9, 2022, for estate planning purposes, Ms. Gallup contributed 5,000,000 shares of Common Stock to the Comack Trust for no consideration. Under the trust agreement establishing the Comack Trust, Ms. Gallup served as sole trustee and sole annuitant of the Comack Trust and held voting and dispositive power over the shares of Common Stock held directly by the Comack Trust. The Comack Trust distributed 2,539,948 and 1,838,745 shares of Common Stock as annuity payments to Ms. Gallup on May 8, 2023 and May 8, 2024, respectively, for no consideration. On May 8, 2024, the remaining 621,307 shares of Common Stock held by the Comack Trust were distributed to a spillover trust for no consideration after which t

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

is amended and restated in its entirety as follows

Item 5 is amended and restated in its entirety as follows: The aggregate percentage of Common Stock reported owned by each person named herein is based upon 26,363,431 shares of the Issuer's Common Stock outstanding on April 24, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2024. A. Patricia Gallup i. As of close of business on May 9, 2024, Patricia Gallup, as the sole trustee and sole beneficiary of the shares held by the David Hall Trust 2003, the executor of the Estate, the sole trustee of the North Branch Trust and by virtue of her spouse's holdings, may be deemed to beneficially own (i) 6,879,962 shares of Common Stock owned directly by the David Hall Trust 2003, (ii) 162,093 shares of Common Stock owned directly by the Estate, (iii) 275,000 shares of Common Stock owned directly by North Branch Trust, as to which Ms. Gallup, (iv) 15,133 shares of Common Stock owned directly by her spouse, as to which Ms. Gallup disclaims beneficial ownership and (v) 6,443,595 shares of Common Stock owned directly by Ms. Gallup. Percentage: 52.3% ii. Powers a. Sole power to vote or direct vote: 6,443,595 b. Shared power to vote or direct vote: 7,332,188 c. Sole power to dispose or direct the disposition: 6,443,595 d. Shared power to dispose or direct the disposition: 7,332,188 iii Appended to this Schedule 13D is an itemization of transactions in the Common Stock of the Issuer by the Comack Trust during the past sixty days. Ms. Gallup, the Estate, the David Hall Trust 2003, the North Branch Trust and Ms. Gallup's spouse have not entered into any transactions in the Common Stock of the Issuer during the past sixty days. B. The Comack Trust i. As of close of business on May 9, 2024, the Comack Trust directly and beneficially owns 0 shares of Common Stock. Percentage: 0% ii. Powers a Sole power to vote or direct vote: 0 b. Shared power to vote or direct vote: 0 c. Sole

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

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

is amended and restated in its entirety as follows

Item 6 is amended and restated in its entirety as follows: The disclosure contained in Item 4 of the Schedule 13D regarding the trust agreements establishing each of the Comack Trust, the North Branch Trust and the David Hall Trust 2003 is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits.

is amended and restated as follows

Item 7 is amended and restated as follows: Exhibit 1. Joint Filing Agreement, dated as of May 10, 2024, by and among the Reporting Persons.** **Filed herewith

SIGNATURES

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. Date: May 10, 2024 By: /s/ Patricia Gallup Patricia Gallup Comack Trust Date: May 10, 2024 By: /s/ Patricia Gallup Patricia Gallup, as Trustee The David Hall Trust 2003 Date: May 10, 2024 By: /s/ Patricia Gallup Patricia Gallup, as Trustee Transactions in the Common Stock During the Past Sixty Days Name Date No. of Shares Transaction Price Method Comack Trust 5/8/2024 1,838,745 Distribution(1) $0.00 Private Transaction Comack Trust 5/8/2024 621,307 Distribution(2) $0.00 Private Transaction (1) The Comack Trust, on May 8, 2024, distributed 1,838,745 shares of Common Stock as an annuity payment to Patricia Gallup for no consideration. (2) Pursuant to the trust agreement establishing the Comack Trust, on May 8, 2024 the remaining 621,307 shares of Common Stock held by the Comack Trust were distributed to a spillover trust for no consideration.

View Full Filing

View this SC 13D/A filing on SEC EDGAR