SEC Info - Graybar Electric Co Inc - ‘SC 13G/A’ on 2/13/20 re: Graybar Electric Co Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

Graybar Electric Company, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

None

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:



[ ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[X]	Rule 13d-1(d)

CUSIP No. …………………………………N/A



1. Names of reporting persons.

Randall R. Harwood


2. Check the appropriate box if a member of a group
(see instructions)

(a) X

(b)


SEC use only
3. …………………………………………………………………….
…………………………………………………................................


4. Citizenship or place of organization: USA


Number of	5. Sole voting power:	-0-
shares
beneficially	6. Shared voting power:	19,444,816		*
owned by
each reporting	7. Sole dispositive power:	36,065		**
person with:
	8. Shared dispositive power:	-0-


9. Aggregate amount beneficially owned by each reporting person:		19,444,816		*


10. Check if the aggregate amount in Row (9) excludes certain shares
(see instructions): _____


11. Percent of class represented by amount in Row (9):		84.1	%


12. Type of reporting person (see instructions): IN

*See Item 4(a) of this Schedule 13G.

**Includes 1,872 shares subscribed for by reporting person under the registered offering of shares by means of the Prospectus, dated November 1, 2019 (the "Prospectus"), which formed a part of the Company’s registration statement (No. 333-233402), which shares were deemed issued as of January 3, 2020 (the “2019 Stock Offering”). Also includes 1,628 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.



1. Names of reporting persons.

Robert C. Lyons


2. Check the appropriate box if a member of a group
(see instructions)

(a) X

(b)


SEC use only
3. …………………………………………………………………….
…………………………………………………................................


4. Citizenship or place of organization: USA


Number of	5. Sole voting power:	-0-
shares
beneficially	6. Shared voting power:	19,444,816		*
owned by
each reporting	7. Sole dispositive power:	27,398		**
person with:
	8. Shared dispositive power:	-0-


9. Aggregate amount beneficially owned by each reporting person:		19,444,816		*


10. Check if the aggregate amount in Row (9) excludes certain shares
(see instructions): _____


11. Percent of class represented by amount in Row (9):		84.1	%


12. Type of reporting person (see instructions): IN

*See Item 4(a) of this Schedule 13G.

**Includes 1,635 shares subscribed for by reporting person under the 2019 Stock Offering. Also includes 1,226 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.



1. Names of reporting persons.

William P. Mansfield


2. Check the appropriate box if a member of a group
(see instructions)

(a) X

(b)


SEC use only
3. …………………………………………………………………….
…………………………………………………................................


4. Citizenship or place of organization: USA


Number of	5. Sole voting power:	-0-
shares
beneficially	6. Shared voting power:	19,444,816		*
owned by
each reporting	7. Sole dispositive power:	23,429		**
person with:
	8. Shared dispositive power:	-0-


9. Aggregate amount beneficially owned by each reporting person:		19,444,816		*


10. Check if the aggregate amount in Row (9) excludes certain shares
(see instructions): _____


11. Percent of class represented by amount in Row (9):		84.1	%


12. Type of reporting person (see instructions): IN

*See Item 4(a) of this Schedule 13G.

**Includes 1,680 shares subscribed for by reporting person under the 2019 Stock Offering. Also includes 1,035 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.



1. Names of reporting persons.

David G. Maxwell


2. Check the appropriate box if a member of a group
(see instructions)

(a) X

(b)


SEC use only
3. …………………………………………………………………….
…………………………………………………................................


4. Citizenship or place of organization: USA


Number of	5. Sole voting power:	-0-
shares
beneficially	6. Shared voting power:	19,444,816		*
owned by
each reporting	7. Sole dispositive power:	25,037		**
person with:
	8. Shared dispositive power:	-0-


9. Aggregate amount beneficially owned by each reporting person:		19,444,816		*


10. Check if the aggregate amount in Row (9) excludes certain shares
(see instructions): _____


11. Percent of class represented by amount in Row (9):		84.1	%


12. Type of reporting person (see instructions): IN

*See Item 4(a) of this Schedule 13G.

**Includes 1,554 shares subscribed for by reporting person under the 2019 Stock Offering. Also includes 1,118 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.



1. Names of reporting persons.

Kathleen M. Mazzarella


2. Check the appropriate box if a member of a group
(see instructions)

(a) X

(b)


SEC use only
3. …………………………………………………………………….
…………………………………………………................................


4. Citizenship or place of organization: USA


Number of	5. Sole voting power:	-0-
shares
beneficially	6. Shared voting power:	19,444,816		*
owned by
each reporting	7. Sole dispositive power:	67,150		**
person with:
	8. Shared dispositive power:	-0-


9. Aggregate amount beneficially owned by each reporting person:		19,444,816		*


10. Check if the aggregate amount in Row (9) excludes certain shares
(see instructions): _____


11. Percent of class represented by amount in Row (9):		84.1	%


12. Type of reporting person (see instructions): IN

*See Item 4(a) of this Schedule 13G.

**Includes 5,295 shares subscribed for by reporting person under the 2019 Stock Offering. Also includes 2,945 shares received in the 5.0% stock dividend payable to shareholders of record on December 16, 2019, paid on February 7, 2020.

Item 1(a) Name of issuer:

Graybar Electric Company, Inc.

Item 1(b) Address of issuer’s principal executive offices:

34 North Meramec Avenue

St. Louis, Missouri 63105

Item 2(a) Name of person filing:

Pursuant to the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, this Schedule 13G is being filed on behalf of the following persons as Voting Trustees on the date of filing (the "Voting Trustees") under the Voting Trust established by a Voting Trust Agreement dated as of March 3, 2017 (together with any successor voting trust, the “Voting Trust”):


(i)	Randall R. Harwood


(ii)	Robert C. Lyons


(iii)	William P. Mansfield


(iv)	David G. Maxwell


(v)	Kathleen M. Mazzarella

Attached hereto as Exhibit A is the agreement in writing of each of the above that this Schedule 13G is filed on behalf of each of them.

Item 2(b) Address of principal business office or, if none, residence:


(i)	The principal business office of Ms. Mazzarella and Messrs. Harwood, Lyons, Mansfield, and Maxwell is:

c/o Graybar Electric Company, Inc.

34 North Meramec Avenue

St. Louis, Missouri 63105

Item 2(c) Citizenship:

All persons named in response to Item 2(a) are citizens of the United States of America.

Item 2(d) Title of class securities:

Common Stock, par value $1.00 per share.

Item 2(e) CUSIP Number:

None - not publicly traded.

Item 3 Not applicable.

Item 4 Ownership:

(a) Amount beneficially owned:

At December 31, 2019, 17,736,493 shares of Common Stock, par value $1.00 per share (the “Common Stock”), of Graybar Electric Company, Inc. (“Graybar”) had been deposited in the Voting Trust and were held by the Voting Trustees named below. 823,304 shares have been acquired or will be acquired by means of the installment method under the 2019 Stock Offering and were or will be deposited into the Voting Trust. 885,019 shares were distributed as a result of the 5% stock dividend paid on February 7, 2020. As indicated in paragraph (c) below, each of the persons named in response to Item 2(a) has shared beneficial ownership (power to vote or direct the voting) of all of the shares held or deemed to be held in the Voting Trust.

The following table shows the ownership (sole power to dispose or direct the disposition) of Voting Trust Interests representing shares of Common Stock owned at December 31, 2019 by the Voting Trustees at December 31, 2019, as well as named in response to Item 2(a) (including shares, the ownership of which each reporting person is entitled to acquire within 60 days of such date):



Name		Number of Shares

Randall R. Harwood		36,065
Robert C. Lyons		27,398
William P. Mansfield		23,429
David G. Maxwell		25,037
Kathleen M. Mazzarella		67,150

_________________________

(b) Percent of class:

The shares of Common Stock described in response to Item 4(a) amounted to approximately 84.1% of the outstanding shares of Common Stock on December 31, 2019.

(c) The following table sets forth, as of December 31, 2019, for each of the persons serving as Voting Trustee at December 31, 2019, as well as named in response to Item 2(a), the number of shares of Common Stock as to which such person has (i) sole power to vote or to direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole power to dispose or to direct the disposition of, or (iv) shared power to dispose or to direct the disposition of:



	Power to vote or to direct the vote*		Power to dispose or to direct the disposition of
Name	Sole	Shared	Sole	Shared

Randall R. Harwood	-0-	19,444,816	36,065	-0-
Robert C. Lyons	-0-	19,444,816	27,398	-0-
William P. Mansfield	-0-	19,444,816	23,429	-0-
David G. Maxwell	-0-	19,444,816	25,037	-0-
Kathleen M. Mazzarella	-0-	19,444,816	67,150	-0-

________________________

*The Voting Trustees may not, without the consent of the holders of Voting Trust Interests representing at least 75% of the aggregate number of shares of Common Stock then deposited in the Voting Trust, vote on or consent to the merger or consolidation of Graybar into another corporation, the sale of all or substantially all of Graybar’s assets or the liquidation and dissolution of Graybar.

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ( ).

Item 6 Ownership of More than 5 Percent on Behalf of Another Person.

All dividends payable with respect to shares of Common Stock deposited in the Voting Trust (or the Voting Trust Interests issued with respect thereto) are payable to the Voting Trustees as the owners of record of such shares. The Voting Trustees are authorized to retain, subject to the terms of the Voting Trust Agreement, any shares of Common Stock received as a stock dividend, and to deliver to each holder of Voting Trust Interests representing shares of Common Stock on which such stock dividend shall have been paid additional Voting Trust Interests for the number of shares received as a dividend with respect to such Common Stock. The Voting Trustees pay or cause to be paid to the holders of Voting Trust Interests an amount equal to any cash dividends and any distribution paid other than in cash or Common Stock. The Voting Trustees have no power to direct the sale or to receive the proceeds of a sale of the Common Stock deposited in the Voting Trust, such power being in the holders of the Voting Trust Interests issued in respect of such shares of Common Stock.


Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.


Item 8	Identification and Classification of Members of the Group.

Not applicable.


Item 9	Notice of Dissolution of Group.

Not applicable.


Item 10	Certifications.

Not applicable.

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: February 13, 2020



/S/ *RANDALL R. HARWOOD*
Randall R. Harwood
Voting Trustee

EXHIBIT A

The persons named below hereby agree to file one Schedule 13G to report ownership as of December 31, 2019 of Common Stock of Graybar Electric Company, Inc., and agree that Amendment No. 13 to the Schedule 13G, to which this agreement, executed in counterparts, is attached as Exhibit A is filed on behalf of each of them.



/S/ *RANDALL R. HARWOOD*
Randall R. Harwood		Robert C. Lyons


William P. Mansfield		David G. Maxwell


Kathleen M. Mazzarella

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: February 13, 2020

/S/ ROBERT C. LYONS

Robert C. Lyons

Voting Trustee

EXHIBIT A



		/S/ *ROBERT C. LYONS*
Randall R. Harwood		Robert C. Lyons


William P. Mansfield		David G. Maxwell


Kathleen M. Mazzarella

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: February 13, 2020

/S/ WILLIAM P. MANSFIELD

William P. Mansfield

Voting Trustee

EXHIBIT A




Randall R. Harwood		Robert C. Lyons

/S/ *WILLIAM P. MANSFIELD*
William P. Mansfield		David G. Maxwell


Kathleen M. Mazzarella

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: February 13, 2020

/S/ DAVID G. MAXWELL

David G. Maxwell

Voting Trustee

EXHIBIT A




Randall R. Harwood		Robert C. Lyons

		/S/ *DAVID G. MAXWELL*
William P. Mansfield		David G. Maxwell


Kathleen M. Mazzarella

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: February 13, 2020

/S/ KATHLEEN M. MAZZARELLA

Kathleen M. Mazzarella

Voting Trustee

EXHIBIT A




Randall R. Harwood		Robert C. Lyons


William P. Mansfield		David G. Maxwell

/S/ *KATHLEEN M. MAZZARELLA*
Kathleen M. Mazzarella

This ‘SC 13G/A’ Filing	Date	Other Filings

Filed on:	2/13/20
	2/7/20
	1/3/20	4
	12/31/19
	12/16/19
	11/1/19	EFFECT
	3/3/17
		List all Filings

Graybar Electric Co Inc – ‘SC 13G/A’ on 2/13/20 re: Graybar Electric Co Inc

On: Thursday, 2/13/20, at 5:28pm ET · Accession #: 205402-20-2 · File #: 5-14237

Previous ‘SC 13G’: ‘SC 13G/A’ on 2/13/19 · Next: ‘SC 13G/A’ on 2/12/21 · Latest: ‘SC 13G/A’ on 2/9/24

Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor — Sch. 13G
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Graybar Electric Co Inc – ‘SC 13G/A’ on 2/13/20 re: Graybar Electric Co Inc

On: Thursday, 2/13/20, at 5:28pm ET · Accession #: 205402-20-2 · File #: 5-14237

Previous ‘SC 13G’: ‘SC 13G/A’ on 2/13/19 · Next: ‘SC 13G/A’ on 2/12/21 · Latest: ‘SC 13G/A’ on 2/9/24

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Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor — Sch. 13G
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