UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
RED HAT, INC.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
756577 10 2
(CUSIP Number)
DECEMBER 31, 2001
(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)
*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).
CUSIP No. 756577 10 2 Page 2 of 5
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Nancy Young
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
(3) SEC Use Only
(4) Citizenship or Place of Organization
Canada
Number of Shares (5) Sole Voting Power
Beneficially
Owned by 5,837,521 shares
Each Reporting --------------------------------------------------
Person With: (6) Shared Voting Power
9,521,556 shares
--------------------------------------------------
(7) Sole Dispositive Power
5,837,521 shares
--------------------------------------------------
(8) Shared Dispositive Power
9,521,556 shares
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
15,359,077 shares
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
(11) Percent of Class Represented by Amount in Row (9)
9.1%
(12) Type of Reporting Person (See Instructions)
IN
Page 3 of 5
SCHEDULE 13G
Item 1(a). NAME OF ISSUER:
Red Hat, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1801 Varsity Drive, Raleigh, NC 27606.
Item 2(a). NAME OF PERSON FILING:
Nancy Young.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of Nancy Young is
c/o Red Hat, Inc., 1801 Varsity Drive, Raleigh, NC 27606.
Item 2(c). CITIZENSHIP:
Canada
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.0001 Par Value.
Item 2(e). CUSIP NUMBER:
756577 10 2
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
Item 4. OWNERSHIP.
(a) Amount Beneficially Owned: 15,359,077 shares
Shares beneficially owned includes 6,063,564 shares held of
record by Robert F. Young, Mrs. Young's husband, 509,176 held
by the Robert F. Young GRAT dated April 28, 1999, 364,496
shares held of record by the Young Family Trust dated April
28, 1999 and 2,584,320 shares held of record by trusts for the
benefit
Page 4 of 5
of Mrs. Young's children. Mrs. Young disclaims beneficial
ownership of these shares except to the extent of her
pecuniary interest therein, and this statement shall not be
deemed an admission that Mrs. Young is the beneficial owner of
these shares for any purpose. Shares beneficially owned also
includes 509,176 shares held of record by the Nancy R. Young
GRAT dated April 28, 1999.
(b) Percent of Class: 11.4%
The foregoing percentage is calculated based on the
161,593,691 shares of Common Stock reported to be outstanding
as of January 12, 2001 in the issuer's Quarterly Report on
Form 10-Q.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
5,827,521
(ii) shared power to vote or to direct the vote:
9,521,556
(iii) sole power to dispose or direct the disposition of:
5,827,521
(iv) shared power to dispose or direct the disposition of:
9,521,556
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Page 5 of 5
Not Applicable.
Item 10. CERTIFICATION.
Not Applicable. This statement on Schedule 13G is not filed
pursuant to Rule 13d-1(b).
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.
Dated: February 13, 2002
/s/ Nancy Young
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Nancy Young