Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
Jerry W. Throgmartin
Executive Chairman
hhgregg, Inc.
4151 East 96th Street
Indianapolis, Indiana 46240
(317) 848-8710
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
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 o.
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).
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS.
JERRY W. THROGMARTIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
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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)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO o
ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
3,869,0831
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
0
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
3,869,0831
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,869,0831
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%2
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) Includes an aggregate of 950,952 shares of Common Stock held of record by the Jerry W. Throgmartin 2008 Grantor Retained Annuity Trust. Mr. Throgmartin is the trustee of the trust and has sole power to vote and dispose of such shares.
(2) The aggregate percentage of shares of Common Stock reported owned by Mr. Throgmartin herein is based upon 38,378,888 outstanding shares of Common Stock as of October 30, 2009, as reported in hhgregg’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, plus 850,001 shares of Common Stock (which is the number of shares of Common Stock underlying the options held by Mr.
Throgmartin which are exercisable within 60 days of December 2, 2009).
This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the “Schedule 13D”) originally filed with the Securities and Exchange Commission on March 14, 2008 (the “Original Schedule 13D”) by Jerry W. Throgmartin with respect to the Common Stock, $.0001 per share (the “Common Stock”) of hhgregg, Inc., a
Delaware corporation (“hhgregg” or the “Company”), as amended by Amendment No. 1 to the Schedule 13D filed on February 2, 2009. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and
supplemented.
Item 1 is hereby amended to reflect that Mr. Throgmartin’s present occupation is Executive Chairman of the Company. Except as set forth in the foregoing sentence, Item 1 is not amended or supplemented by this Amendment No. 2 to the Schedule 13D.
Item 5 is hereby amended in its entirety as follows:
ITEM 5. Interests in Securities of the Issuer.
The aggregate percentage of shares of Common Stock reported as owned by Mr. Throgmartin herein is based upon 38,378,888 outstanding shares of Common Stock as of October 30, 2009, as reported in hhgregg’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, plus 850,001 shares of Common Stock (which is the number of shares of Common
Stock underlying the options held by Mr. Throgmartin which are exercisable within 60 days of December 2, 2009).
Mr. Throgmartin is the holder of record of 2,068,130 shares of Common Stock. Mr. Throgmartin is also the holder of 850,001 options, each to purchase one share of Common Stock, which are exercisable within 60 days of December 2, 2009. Mr. Throgmartin has sole voting and dispositive power over these shares.
The Jerry W. Throgmartin 2008 Grantor Retained Annuity Trust (the “Trust”) is the holder of record of 950,952 shares of Common Stock. As trustee of the Trust, Mr. Throgmartin has sole voting and dispositive power over the shares of Common Stock held by the Trust.
The 3,869,083 shares of Common Stock in the aggregate either held of record or beneficially owned by Mr. Throgmartin represent approximately 9.9% of hhgregg’s outstanding Common Stock.
During the 60 days preceding the date of this filing, Mr. Throgmartin did not effect a transaction in the Common Stock.
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: December 2, 2009
JERRY W. THROGMARTIN
By: /s/ Jerry W. Throgmartin
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