SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 4)

 

 

MYERS INDUSTRIES, INC.

 

(Name of Issuer)

Common Shares

 

(Title of Class of Securities)

628464109

 

(CUSIP Number)

John J. Jenkins

Calfee, Halter & Griswold LLP

The Calfee Building

1405 East Sixth Street

Cleveland, OH 44114-1607

216-622-8200

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 28, 2012

 

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent.

 

 

(Continued on following pages)

 

 

 


CUSIP No. 628464109   13D/A  

 

  1.   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Stephen E. Myers

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  (x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS*

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

1,421,906

     8.   

SHARED VOTING POWER

 

273,434**

     9.   

SOLE DISPOSITIVE POWER

 

1,421,906

   10.   

SHARED DISPOSITIVE POWER

 

275,434**

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,695,340

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

x*

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.07%

14.  

TYPE OF REPORTING PERSON*

 

IN

 


* Excludes 18,450 Common Shares held by Mr. Myers’ spouse, for which he disclaims beneficial ownership.

 

** Mr. Myers shares voting power and dispositive power with respect to: (i) 253,021 Common Shares held by The Louis S. Myers & Mary S. Myers Foundation (the “Foundation”), of which Mr. Myers is a trustee; (ii) 19,500 Common Shares held by the Semantic Foundation (“Semantic”), of which Mr. Myers is a trustee; and (iii) 913 Common Shares held by MSM & Associates, LP (the “Partnership”), of which Mr. Myers is a shareholder of the Partnership. Mr. Myers may be deemed to have beneficial ownership of the shares held by the Foundation, Semantic and the Partnership as a result of his position with such organizations, although Mr. Myers disclaims beneficial ownership of such shares to the extent he does not hold a pecuniary interest with respect to such shares.

This Amendment No. 4 is filed by Stephen E. Myers and amends the Schedule 13D previously filed by Mr. Myers with the Securities and Exchange Commission (the “SEC”) on February 12, 1999, and later amended on April 24, 2007, March 2, 2009 and April 12, 2012 (“Schedule 13D”), relating to the common stock, no par value per share (the “Common Shares”) of Myers Industries, Inc. (“Myers” or the “Issuer”). The purpose of this Amendment No. 4 is to update Mr. Myers’ beneficial ownership information to reflect that, as a result of cumulative dispositions of Common Shares since the filing date of the last amendment to this Schedule 13D, the amount of Common Shares beneficially owned by Mr. Myers has decreased by more than one percent of the Issuer’s total outstanding Common Shares as of the date of this filing. The information below supplements the information previously reported.


Item 5. Interest in Securities of the Issuer.

(a) Items 7 through 11 and 13 of the cover page of this Schedule 13D which relate to ownership of Common Shares by Mr. Myers are hereby incorporated by reference in this response.

(b) Items 7 through 10 of the cover page of this Schedule 13D which relate to Mr. Myers’ voting and dispositive power with respect to the Common Shares which he beneficially owns are hereby incorporated by reference in this response.

(c) The following lists Mr. Myers’ (i) open market sales of Common Shares effected through brokers and (ii) gifts of Common Shares, in both cases since October 29, 2012:

 

Date   Number of Common Shares   Price per Common Share
    October 30, 2012         10,000       $ 14.85  
    December 4, 2012         831       $ 14.85  
    December 10, 2012         6,000       $ 14.46  
    December 11, 2012         499       $ 14.51  
    December 17, 2012         10,000       $ 14.63  
    December 20, 2012         4,970       $ 14.89  
    December 28, 2012         200,000         Gift***   

*** Transferred via bona fide gift for no per share consideration. As of the transfer date, these Common Shares were valued at $14.52 per share.

(d) Not applicable.

(e) Not applicable.

 

Item 7. Materials to be Filed as Exhibits.

None.


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.

 

January 11, 2013
(Date)
/s/ Stephen E. Myers
(Signature)