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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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. |
CUSIP No. |
336433107 |
1 | NAMES OF REPORTING PERSONS |
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The Estate of John T. Walton IRS Identification Nos. of Above Persons (entities only). |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 23,946,345** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 23,946,345** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
23,946,345** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
30.5% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
00 |
Page 2 of 10 pages
CUSIP No. |
336433107 |
1 | NAMES OF REPORTING PERSONS |
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S. Robson Walton IRS Identification Nos. of Above Persons (entities only). |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 36,048,347** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
36,048,347** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
36,048,347** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
45.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 3 of 10 pages
CUSIP No. |
336433107 |
1 | NAMES OF REPORTING PERSONS |
||||
Alice L. Walton IRS Identification Nos. of Above Persons (entities only). |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 36,048,347** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
36,048,347** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
36,048,347** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
45.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 4 of 10 pages
CUSIP No. |
336433107 |
1 | NAMES OF REPORTING PERSONS |
||||
Jim C. Walton IRS Identification Nos. of Above Persons (entities only). |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 36,048,347** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
36,048,347** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
36,048,347** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
45.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 5 of 10 pages
(a) | Name of Issuer | ||
First Solar, Inc. | |||
(b) | Address of Issuers Principal Executive Offices | ||
4050 East Cotton Center Blvd., Building 6, Suite 68 Phoenix, Arizona 85040 |
(a) | Name of Person Filing | ||
The Estate of John T. Walton | |||
S. Robson Walton | |||
Jim C. Walton | |||
Alice L. Walton | |||
(b) | Address of Principal Business Office or, if none, Residence The principal business office of each person named in Item 2(a) above is P.O. Box 1860, Bentonville, Arkansas 72712 |
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(c) | Citizenship Each individual filing this Schedule 13G is a citizen of the United States. The estate filing this Schedule 13G is the estate of a decedent who was a citizen of the United States. |
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(d) | Title of Class of Securities | ||
Common Stock | |||
(e) | CUSIP Number | ||
336433107 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
Page 6 of 10 pages
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
(i) | Sole power to vote or to direct the vote ______. | ||
See Schedule A hereto. | |||
(ii) | Shared power to vote or to direct the vote ______. | ||
See Schedule A hereto. | |||
(iii) | Sole power to dispose or to direct the disposition of ______. | ||
See Schedule A hereto. | |||
(iv) | Shared power to dispose or to direct the disposition of ______. | ||
See Schedule A hereto. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Page 7 of 10 pages
/s/ S. Robson Walton | ||||
S. Robson Walton, in his capacity | ||||
as co-personal representative of the Estate of John T. Walton and as a member of JCL Holdings, LLC. |
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/s/ Jim C. Walton | ||||
Jim C. Walton, in his capacity as | ||||
co-personal representative of the Estate of John T. Walton and as a member of JCL Holdings, LLC. |
Page 8 of 10 pages
/s/ Alice C. Walton | ||||
Alice C. Walton, in her capacity as | ||||
co-personal representative of the Estate of John T. Walton and as a member of JCL Holdings, LLC. |
Page 9 of 10 pages
Aggregate Number of Shares of Common |
Percentage Outstanding |
Number of Shares of Common Stock as to Which Reporting Person has |
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Stock Beneficially | Common | Sole Power to | Sole Power to | Shared Power to | Shared Power to | |||||||||||||||||||
Reporting Person | Owned | Stock | Dispose | Vote | Dispose | Vote | ||||||||||||||||||
S. Robson Walton (1) |
36,048,347 | 45.9 | % | 0 | 0 | 36,048,347 | 36,048,347 | |||||||||||||||||
Jim C. Walton (2) |
36,048,347 | 45.9 | % | 0 | 0 | 36,048,347 | 36,048,347 | |||||||||||||||||
Alice L. Walton (3) |
36,048,347 | 45.9 | % | 0 | 0 | 36,048,347 | 36,048,347 | |||||||||||||||||
Estate of John T.
Walton (4) |
23,946,345 | 30.5 | % | 23,946,345 | 23,946,345 | 0 | 0 |
(1) | The number and percentage of shares of common stock shown in the table as beneficially owned by S. Robson Walton represent (a) 12,102,002 shares held by JCL Holdings, LLC, as to which S. Robson Walton, as a managing member thereof, shares voting and dispositive power with Jim C. Walton and Alice L. Walton, individually as managing members and (b) 23,946,345 shares held by the Estate of John T. Walton, as to which S. Robson Walton, Jim C. Walton and Alice L. Walton, as co-personal representatives, share dispositive and voting power (such shares are also shown by the Estate of John T. Walton as having sole voting and dispositive power). With respect to JCL Holdings, LLC, dispositive and voting power over all of the shares held thereby is exercised by the managing members thereof. The shares held by JCL Holdings, LLC and the Estate of John T. Walton are for the benefit of John T. Waltons wife and his descendants and for that reason, S. Robson Walton disclaims beneficial ownership of the shares listed in (a) and (b) above. | |
(2) | The number and percentage of shares of common stock shown in the table as beneficially owned by Jim C. Walton represent (a) 12,102,002 shares held by JCL Holdings, LLC, as to which Jim C. Walton, as a managing member thereof, shares voting and dispositive power with S. Robson Walton and Alice L. Walton, individually as managing members and (b) 23,946,345 shares held by the Estate of John T. Walton, as to which S. Robson Walton, Jim C. Walton and Alice L. Walton, as co-personal representatives, share dispositive and voting power (such shares are also shown by the Estate of John T. Walton as having sole voting and dispositive power). With respect to JCL Holdings, LLC, dispositive and voting power over all of the shares held thereby is exercised by the managing members thereof. The shares held by JCL Holdings, LLC and the Estate of John T. Walton are for the benefit of John T. Waltons wife and his descendants and for that reason, Jim C. Walton disclaims beneficial ownership of the shares listed in (a) and (b) above. | |
(3) | The number and percentage of shares of common stock shown in the table as beneficially owned by Alice L. Walton represent (a) 12,102,002 shares held by JCL Holdings, LLC, as to which Alice L. Walton, as a managing member thereof, shares voting and dispositive power with S. Robson Walton and Jim C. Walton, individually as managing members and (b) 23,946,345 shares held by the Estate of John T. Walton, as to which S. Robson Walton, Jim C. Walton and Alice L. Walton, as co-personal representatives, share dispositive and voting power (such shares are also shown by the Estate of John T. Walton as having sole voting and dispositive power). With respect to JCL Holdings, LLC, dispositive and voting power over all of the shares held thereby is exercised by the managing members thereof. The shares held by JCL Holdings, LLC and the Estate of John T. Walton are for the benefit of John T. Waltons wife and his descendants and for that reason, Alice L. Walton disclaims beneficial ownership of the shares listed in (a) and (b) above. | |
(4) | The number and percentage of shares of common stock shown in the table as beneficially owned by the Estate of John T. Walton represent 23,946,345 shares held directly by the Estate of John T. Walton, as to which S. Robson Walton, Jim C. Walton and Alice L. Walton, as co-personal representatives of the Estate of John T. Walton, share voting and dispositive power. The shares held by the Estate of John T. Walton are held for the benefit of John T. Waltons wife and his descendants and for that reason, S. Robson Walton, Jim C. Walton and Alice L. Walton disclaim beneficial ownership of such shares. |
Page 10 of 10 pages