EXPLANATORY NOTE
This Amendment No. 11 to Schedule 13D (this “Amendment”) is filed jointly by the Third Restatement of Barbara P. Ruhlman Trust Agreement, dated November 20, 2008 (the “2008 Trust”), the Irrevocable Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr, dated July 29, 2008 (the “2008 IDGT Trust”) and Katherine E. Wensink, who serves as trustee of the 2008 Trust and the 2008 IDGT Trust. The 2008 Trust, the 2008 IDGT Trust and Ms. Wensink are sometimes referred to individually as the “Reporting Person” and collectively as the “Reporting Persons.”
Barbara P. Ruhlman filed a Schedule 13G in November 2001 relating to the Common Shares, $2 par value per share (“Common Shares”), of Preformed Line Products Company (the “Company”). In March 2004, Barbara P. Ruhlman amended the Schedule 13G filing by filing a Schedule 13D, which has been further amended by Schedule 13D/A filings in February 2005, September 2006, December 2008, March 2013, October 2016, December 2016, January 2022, August 2022, and September 2022, including to add the 2008 IDGT Trust, the 2008 Trust and Ms. Wensink as joint filers of the Schedule 13D relating to Common Shares of the Company. All such previous Schedule 13G and Schedule 13D filings and amendments, together with this amendment, are collectively referred to herein as the “Schedule 13D.”
On August 29, 2024, 604,213 Common Shares held by the 2008 Trust were distributed to its beneficiaries, Robert G. Ruhlman and Randall M. Ruhlman. Also on August 29, 2024, 810,400 Common Shares held by the 2008 IDGT Trust were distributed to its beneficiaries, a trust for the benefit of Robert G. Ruhlman and his descendants and of which Robert G. Ruhlman is trustee, and a trust for the benefit of Randall M. Ruhlman and his descendants and of which Randall M. Ruhlman is trustee. This Amendment is being filed to report that the 2008 Trust and the 2008 IDGT Trust no longer hold any Common Shares and that the Reporting Persons are no longer beneficial owners of any Common Shares.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is amended to add the following:
Pursuant to the terms of the 2008 Trust, the 2008 Trust distributed 604,213 Common Shares to its beneficiaries, Robert G. Ruhlman and Randall M. Ruhlman, for no consideration on August 29, 2024.
Pursuant to the terms of the 2008 IDGT Trust, the 2008 IDGT Trust distributed 810,400 Common Shares to its beneficiaries, a trust for the benefit of Robert G. Ruhlman and his descendants and of which Robert G. Ruhlman is trustee, and a trust for the benefit of Randall M. Ruhlman and his descendants and of which Randall M. Ruhlman is trustee, for no consideration on August 29, 2024.
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) - (b) As of August 29, 2024, the Reporting Persons are no longer beneficial owners of any Common Shares.
| (c) | On August 29, 2024, the 2008 Trust distributed 604,213 Common Shares to its beneficiaries, Robert G. Ruhlman and Randall M. Ruhlman, for no consideration pursuant to the terms of the 2008 Trust. On August 29, 2024, the 2008 IDGT Trust distributed 810,400 Common Shares to its beneficiaries, a trust for the benefit of Robert G. Ruhlman and his descendants and of which Robert G. Ruhlman is trustee, and a trust for the benefit of Randall M. Ruhlman and his descendants and of which Randall M. Ruhlman is trustee, for no consideration pursuant to the terms of the 2008 IDGT Trust. |