SC 13G 1 v175196_sc13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.__ )*
 
 
NATIONAL RESEARCH CORPORATION
(Name of Issuer)
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
637372103
(CUSIP Number)
 
February 12, 2010
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
 
 
*           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 the disclosures provided in a prior cover page.
 
The information required in 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).
 
 (Continued on following page(s))
Page 1 of 7 Pages
 
CUSIP No. 637372103
 
1
NAME OF REPORTING PERSONS
 
Jeffery T. Peetz, as Special Holdings Direction Adviser under the Karen S. Hays 2010 Two-Year GRAT Agreement dated February 8, 2010
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
Not Applicable
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
1,250,000
6
SHARED VOTING POWER
 
7
SOLE DISPOSITIVE POWER
1,250,000
8
SHARED DISPOSITIVE POWER
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 o
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
Page 2 of 7 Pages
 
CUSIP No. 637372103

1
NAME OF REPORTING PERSONS
 
Trust created under the Karen S. Hays 2010 Two-Year GRAT Agreement dated February 8, 2010
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
Not Applicable
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
1,250,000
6
SHARED VOTING POWER
 
7
SOLE DISPOSITIVE POWER
1,250,000
8
SHARED DISPOSITIVE POWER
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 o
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
 
Page 3 of 7 Pages
 
CUSIP No. 637372103

Item 1(a).
Name of Issuer:
National Research Corporation
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
1245 “Q” Street
Lincoln, Nebraska 68508
   
Item 2(a).
Name of Person Filing:
The persons filing this Schedule 13G are:  (i) Jeffery T. Peetz, as Special Holdings Direction Adviser (the “Adviser”) under the Karen S. Hays 2010 Two-Year GRAT Agreement dated February 8, 2010 (the “Trust Agreement”); and (ii) the Trust created under the Trust Agreement (the “GRAT”).
 
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
(i) The Adviser:  Woods & Aitken LLP, 301 South 13th Street, Suite 500, Lincoln, NE  68508
(ii) The GRAT:  1245 “Q” Street, Lincoln, Nebraska 68508
 
   
Item 2(c).
Citizenship:
(i) The Adviser is a United States citizen.
(ii) The GRAT is governed by the laws of the State of Delaware.
 
   
Item 2(d).
Title of Class of Securities:
Common Stock, $.001 par value
   
Item 2(e).
CUSIP Number:
637372103
   
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:   Not Applicable
 
Page 4 of 7 Pages
 
CUSIP No. 637372103
 
Item 4.
Ownership:
 
The Adviser
 
(a) Amount Beneficially Owned:  1,250,000
(b) Percent of Class:  18.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:  1,250,000
(ii) shared power to vote or to direct the vote:  0
(iii) sole power to dispose or to direct the disposition of:  1,250,000
(iv) shared power to dispose or to direct the disposition of:  0
   
 
The GRAT
 
(a) Amount Beneficially Owned:  1,250,000
(b) Percent of Class:  18.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:  1,250,000
(ii) shared power to vote or to direct the vote:  0
(iii) sole power to dispose or to direct the disposition of:  1,250,000
(iv) shared power to dispose or to direct the disposition of:  0
 
Item 5.
Ownership of Five Percent or Less of a Class.
N/A
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
N/A
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
N/A
   
Item 8.
Identification and Classification of Members of the Group.
N/A
   
 
Page 5 of 7 Pages
 
CUSIP No. 637372103

Item 9.
Notice of Dissolution of Group.
N/A
   
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 



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 19, 2010


 
 
/s/ Jeffrey T. Peetz                                
Jeffery T. Peetz, as the Special
     Holdings Direction Adviser



THE TRUST CREATED UNDER THE KAREN S. HAYS 2010 TWO-YEAR GRAT AGREEMENT DATED FEBRUARY 8, 2010



By: /s/ Jeffrey T. Peetz                        
Jeffery T. Peetz
Special Holdings Direction Adviser
 
 
   
 
Page 6 of 7 Pages
 
CUSIP No. 637372103


EXHIBIT 1

AGREEMENT dated as of February 19, 2010 by and among Jeffery T. Peetz, as the Special Holdings Direction Adviser (the “Adviser”), a citizen of the United States, and the Trust created under the Karen S. Hays 2010 Two-Year GRAT Agreement dated February 8, 2010 (the “GRAT”).
 
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them.
 
NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
 
The Adviser and the GRAT, hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of National Research Corporation, and hereby further agree that said Statement shall be filed on behalf of the Adviser and the GRAT.  Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of National Research Corporation.
 
IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.
 


 
 
/s/ Jeffrey T. Peetz                                
Jeffery T. Peetz, as the Special
     Holdings Direction Adviser



THE TRUST CREATED UNDER THE KAREN S. HAYS 2010 TWO-YEAR GRAT AGREEMENT DATED FEBRUARY 8, 2010



By: /s/ Jeffrey T. Peetz                        
Jeffery T. Peetz
Special Holdings Direction Adviser
 
 
   
 
Page 7 of 7 Pages