Diplomat Pharmacy, Inc. (Name of Issuer)

Transcription

1 SECURITIES AND EXCHANGE COMMISSION Washingtn, DC 2549 SCHEDULE 13G Under the Securities Exchange Act f 1934 (Amendment N. 2)* Diplmat Pharmacy, Inc. (Name f Issuer) Cmmn Stck, n par value (Title f Class f Securities) 25456K 11 (CUSIP Number) December 31, 216 (Date f Event Which Requires Filing f this Statement) Check the apprpriate bx t designate the rule pursuant t which this Schedule is filed: x Rule 13d-1 Rule 13d-1(c) Rule 13d-1(d) *The remainder f this cver page shall be filled ut fr a reprting persn's initial filing n this frm with respect t the subject class f securities, and fr any subsequent amendment cntaining infrmatin which wuld alter the disclsures prvided in a prir cver page. The infrmatin required in the remainder f this cver page shall nt be deemed t be "filed" fr the purpse f Sectin 18 f the Securities Exchange Act f 1934 ("Act") r therwise subject t the liabilities f that sectin f the Act but shall be subject t all ther prvisins f the Act (hwever, see the Ntes).

2 CUSIP N K 11 1 Name f Reprting Persn: Philip R. Hagerman 2 Check the Apprpriate Bx if a Member f a Grup: (a) 3 SEC Use Only: 4 Citizenship r Place f Organizatin: United States f America 5 Sle Vting Pwer: 9,84,544(1) Number f Shares Beneficially Owned by Each Reprting Persn With: 6 Shared Vting Pwer: 1,113,26 7 Sle Dispsitive Pwer: 9,84,544(1) 8 Shared Dispsitive Pwer: 1,113,26 9 Aggregate Amunt Beneficially Owned by Each Reprting Persn: 19,917,57(1) 1 Check if the Aggregate Amunt in Rw (9) Excludes Certain Shares: 11 Percent f Class Represented by Amunt in Rw (9): 29.8% (See Item 4 herein) 12 Type f Reprting Persn: IN (1) Includes an ptin t purchase 76,726 shares f cmmn stck at an exercise price f $39.26 per share. 2

3 1 Name f Reprting Persn: The 27 Hagerman Family GST Trust 2 Check the Apprpriate Bx if a Member f a Grup: (a) 3 SEC Use Only: 4 Citizenship r Place f Organizatin: Michigan 5 Sle Vting Pwer: Number f Shares Beneficially Owned by Each Reprting Persn With: 6 Shared Vting Pwer: 3,891,69 7 Sle Dispsitive Pwer: 8 Shared Dispsitive Pwer: 3,891,69 9 Aggregate Amunt Beneficially Owned by Each Reprting Persn: 3,891,69 1 Check if the Aggregate Amunt in Rw (9) Excludes Certain Shares: 11 Percent f Class Represented by Amunt in Rw (9): 5.8% (See Item 4 herein) 12 Type f Reprting Persn: OO 3

4 1 Name f Reprting Persn: JH GST Trust 2 Check the Apprpriate Bx if a Member f a Grup: (a) 3 SEC Use Only: 4 Citizenship r Place f Organizatin: Michigan 5 Sle Vting Pwer: Number f Shares Beneficially Owned by Each Reprting Persn With: 6 Shared Vting Pwer: 4,45,91 7 Sle Dispsitive Pwer: 8 Shared Dispsitive Pwer: 4,45,91 9 Aggregate Amunt Beneficially Owned by Each Reprting Persn: 4,45,91 1 Check if the Aggregate Amunt in Rw (9) Excludes Certain Shares: 11 Percent f Class Represented by Amunt in Rw (9): 6.7% (See Item 4 herein) 12 Type f Reprting Persn: OO 4

5 1 Name f Reprting Persn: Jcelyn Hagerman 2 Check the Apprpriate Bx if a Member f a Grup: (a) 3 SEC Use Only: 4 Citizenship r Place f Organizatin: United States f America 5 Sle Vting Pwer: 3,798,411 Number f Shares Beneficially Owned by Each Reprting Persn With: 6 Shared Vting Pwer: 4,79,283 7 Sle Dispsitive Pwer: 3,798,411 8 Shared Dispsitive Pwer: 4,79,283 9 Aggregate Amunt Beneficially Owned by Each Reprting Persn: 8,588,694 1 Check if the Aggregate Amunt in Rw (9) Excludes Certain Shares: 11 Percent f Class Represented by Amunt in Rw (9): 12.9% (See Item 4 herein) 12 Type f Reprting Persn: IN END OF COVER PAGE 5

6 The Reprting Persns named in Item 2 belw are hereby jintly filing this Schedule 13G (this Statement ) because due t certain relatinships amng the Reprting Persns, such Reprting Persns may be deemed t beneficially wn the same securities named in Item 4 belw by ne f the Reprting Persns. In accrdance with Rule 13d-1(k)(1)(iii) prmulgated pursuant t the Securities Exchange Act f 1934, as amended (the ExchangeAct ), the Reprting Persns named in Item 2 belw have executed a written agreement relating t the jint filing f this Schedule 13G (the JintFilingAgreement ), a cpy f which is attached heret as Exhibit 1. Item 1. (a) Name f Issuer. Diplmat Pharmacy, Inc. Address f Issuer s Principal Executive Offices. 41 S. Saginaw Street, Flint, MI 4857 Item 2. (a) Name f Persns Filing (cllectively, the ReprtingPersns ). (i) Philip R. Hagerman (ii) The 27 Hagerman Family GST Trust (the 27Trust ) (iii) JH GST Trust (the JHTrust ) (iv) Jcelyn Hagerman (c) (d) (e) Address r Principal Business Office r, if nne, Residence. The principal business address fr each f the Reprting Persns is 41 S. Saginaw Street, Flint, MI Citizenship r place f rganizatin. Mr. and Mrs. Hagerman are citizens f the United States f America. Bth the 27 Trust and the JH Trust were rganized in the State f Michigan. Title f Class f Securities. Cmmn Stck, n par value CUSIP N K 11 Item 3. If this statement is filed pursuant t.24.13d-1 r 24.13d-2, r (c), check whether the persn filing is a: (a) Brker r dealer registered under sectin 15 f the Act (15 U.S.C. 78). Bank as defined in sectin 3(a)(6) f the Act (15 U.S.C. 78c). (c) Insurance cmpany as defined in sectin 3(a)(19) f the Act (15 U.S.C. 78c). (d) Investment cmpany registered under sectin 8 f the Investment Cmpany Act f 194 (15 U.S.C. 8a-8). (e) An investment adviser in accrdance with 24.13d-1(1)(ii)(E). (f) An emplyee benefit plan r endwment fund in accrdance with 24.13d-1(1)(ii)(F). (g) A parent hlding cmpany r cntrl persn in accrdance with 24.13d-1(1)(ii)(G). (h) A savings assciatin as defined in Sectin 3 f the Federal Depsit Insurance Act (12 U.S.C. 1813). (i) A church plan that is excluded frm the definitin f an investment cmpany under sectin 3(c)(14) f the Investment Cmpany Act f 194 (15 U.S.C. 8a-3). (j) A nn-u.s. institutin in accrdance with 24.13d 1(1)(ii)(J). (k) Grup, in accrdance with 24.13d 1(1)(ii)(K). If filing as a nn-u.s. institutin in accrdance with 24.13d 1(1)(ii)(J), please specify the type f institutin. 6

7 Item 4. Ownership. Name (a) Amunt Beneficially Owned Percent f Class* Sle Pwer t Vte r t Direct the Vte (c) Number f Shares as t which the persn has: Sle Pwer t Shared Pwer Dispse r t t Vte r t Direct the Direct the Vte Dispsitin f Shared Pwer t Dispse r t Direct the Dispsitin f 27 Hagerman Family GST Trust(1) JH GST Trust(1) Jcelyn Hagerman(1) 3,891,69 4,45,91 8,588, % 6.7% 12.9% 3,798,411(5) 3,891,69 4,45,91 4,79,283(6) 3,798,411(5) 3,891,69 4,45,91 4,79,283(6) (1) By reasn f the prvisins f Rule 13d-3 f the Act, Mr. and Mrs. Hagerman may be deemed t beneficially wn the shares beneficially wned by the trusts fr which they serve as trustee. Bth Mr. and Mrs. Hagerman disclaim beneficial wnership f the securities wned by the trusts except t their pecuniary interest therein. (2) Represents the fllwing: 1,499,756 shares f Cmmn Stck held by the Philip R. Hagerman Revcable Trust, 3,891,69 shares f Cmmn Stck held by the 27 Hagerman Family GST Trust, 4,45,91 shares f Cmmn Stck held by the JH GST Trust, 1,55,876 shares f Cmmn Stck held by the 213 Irrevcable Exempt Trust fr Thmas R. Hagerman, 1,55,876 shares f Cmmn Stck held by the 213 Irrevcable Exempt Trust fr Taylr G. Hagerman, 1,371,292 shares f Cmmn Stck held by the 213 Irrevcable Exempt Trust fr Jennifer K. Hagerman, 1,215,293 shares f Cmmn Stck held by the 213 Irrevcable Exempt Trust fr Megan Lineberger, 313,337 shares f Cmmn Stck held by the 214 Irrevcable Exempt Trust fr Thmas R. Hagerman, 313,337 shares f Cmmn Stck held by the 214 Irrevcable Exempt Trust fr Taylr G. Hagerman, 313,337 shares f Cmmn Stck held by the 214 Irrevcable Exempt Trust fr Jennifer K. Hagerman, 313,337 shares f Cmmn Stck held by the 214 Irrevcable Exempt Trust fr Megan Lineberger, 31,212 shares f Cmmn Stck held by the Philip R. Hagerman Living Trust, 696,659 shares f Cmmn Stck held by the Jcelyn Hagerman Living Trust, 263,5 shares f Cmmn Stck held by the JH Marital Trust, 272, shares f Cmmn Stck held by the PH Marital Trust, 394,91 shares f Cmmn Stck held by the Irrevcable Trust fr Thmas Hagerman, 394,91 shares f Cmmn Stck held by the Irrevcable Trust fr Taylr Hagerman, 367,256 shares f Cmmn Stck held by the Irrevcable Nn-Exempt Trust fr Taylr Hagerman, and 367,256 shares f Cmmn Stck held by the Irrevcable Nn-Exempt Trust fr Taylr Hagerman. Mr. Hagerman disclaims beneficial wnership f these shares and this reprt shall nt be deemed as an admissin f beneficial wnership f the reprted securities. Als includes an ptin t purchase 76,726 shares f cmmn stck at an exercise price f $39.26 per share. (3) Represents the fllwing wned by trusts fr which Mr. Hagerman is the sle trustee: 1,499,756 shares f Cmmn Stck held by the Philip R. Hagerman Revcable Trust, 4,45,91 shares f Cmmn Stck held by the JH GST Trust, 1,371,292 shares f Cmmn Stck held by the 213 Irrevcable Exempt Trust fr Jennifer K. Hagerman, 1,215,293 shares f Cmmn Stck held by the 213 Irrevcable Exempt Trust fr Megan Lineberger, 313,337 shares f Cmmn Stck held by the 214 Irrevcable Exempt Trust fr Jennifer K. Hagerman, 313,337 shares f Cmmn Stck held by the 214 Irrevcable Exempt Trust fr Megan Lineberger, 31,212 shares f Cmmn Stck held by the Philip R. Hagerman Living Trust, and 263,5 shares f Cmmn Stck held by the JH Marital Trust. Als includes an ptin t purchase 76,726 shares f cmmn stck at an exercise price f $39.26 per share. (4) Includes the fllwing wned by trusts fr the benefit f Mr. Hagerman s minr children: 394,91 shares f Cmmn Stck held by the Irrevcable Trust fr Thmas Hagerman, 394,91 shares f Cmmn Stck held by the Irrevcable Trust fr Taylr Hagerman, 367,256 shares f Cmmn Stck held by the Irrevcable Nn-Exempt Trust fr Taylr Hagerman, and 367,256 shares f Cmmn Stck held by the Irrevcable Nn-Exempt Trust fr Taylr Hagerman. (5) Represents the fllwing wned by trusts fr which Mrs. Hagerman is the sle trustee: 1,55,876 shares f Cmmn Stck held by the 213 Irrevcable Exempt Trust fr Thmas R. Hagerman, 1,55,876 shares f Cmmn Stck held by the 213 Irrevcable Exempt Trust fr Taylr G. Hagerman, and 696,659 shares f Cmmn stck held by the Jcelyn Hagerman Living Trust. (6) Represents the fllwing wned by trusts fr which Mrs. Hagerman is a c-trustee: 3,891,69 shares f Cmmn Stck held by the 27 Hagerman Family GST Trust, 313,337 shares f Cmmn Stck held by the 214 Irrevcable Exempt Trust fr Thmas Hagerman, 313,337 shares f Cmmn Stck held by the 214 Irrevcable Exempt Trust fr Taylr Hagerman, and 272, shares f Cmmn Stck held by the PH Marital Trust. Amy Glenn serves as c-trustee f the 27 Hagerman Family GST Trust, the 214 Irrevcable Exempt Trust fr Thmas Hagerman, the 214 Irrevcable Exempt Trust fr Taylr Hagerman and the PH Marital Trust. Ms. Glenn disclaims beneficial wnership f the securities wned by the trusts. * As f December 31, 216 (based n 66,764,999 shares f the Issuer s Cmmn Stck utstanding as reprted by the Issuer t the Reprting Persns). Item 5. Ownership f Five Percent r Less f a Class. Nt applicable. Item 6. Ownership f Mre than Five Percent n Behalf f Anther Persn. Nt applicable. Item 7. Identificatin and Classificatin f the Subsidiary Which Acquired the Security Being Reprted n By the Parent Hlding Cmpany r Cntrl Persn. Nt applicable.

8 Item 8. Identificatin and Classificatin f Members f the Grup. Nt applicable. Item 9. Ntice f Disslutin f Grup. Nt applicable. 7

9 Item 1. Certificatin. SIGNATURES After reasnable inquiry and t the best f my knwledge and belief, I certify that the infrmatin set frth in this statement is true, cmplete and crrect. Dated: February 14, 217 PHILIP R. HAGERMAN /s/ Philip R. Hagerman Philip R. Hagerman, individually THE 27 HAGERMAN FAMILY GST TRUST /s/ Jcelyn Hagerman Name: Jcelyn Hagerman Title: Trustee JH GST TRUST /s/ Philip R. Hagerman Name: Philip R. Hagerman Title: Trustee JOCELYN HAGERMAN /s/ Jcelyn Hagerman Jcelyn Hagerman, individually 8

10 Exhibit 1 JOINT FILING AGREEMENT Pursuant t Rule 13d-1(k)(1)(iii) f the Securities Exchange Act f 1934, each f the undersigned agrees that a single jint Schedule 13G and any amendments theret may be filed n behalf f each f the undersigned with respect t the securities held by each f them in Diplmat Pharmacy, Inc. The undersigned further agree that each party heret is respnsible fr the timely filing f such Statement n Schedule 13G and any amendments theret, and fr the accuracy and cmpleteness f the infrmatin cncerning such party cntained therein; prvided, hwever, that n party is respnsible fr the accuracy r cmpleteness f the infrmatin cncerning any ther party, unless such party knws r has reasn t believe that such infrmatin is inaccurate. IN WITNESS WHEREOF, the undersigned have executed this Agreement as f February 14, 217. PHILIP R. HAGERMAN /s/ Philip R. Hagerman Philip R. Hagerman, individually THE 27 HAGERMAN FAMILY GST TRUST /s/ Jcelyn Hagerman Name: Jcelyn Hagerman Title: Trustee JH GST TRUST /s/ Philip R. Hagerman Name: Philip R. Hagerman Title: Trustee JOCELYN HAGERMAN /s/ Jcelyn Hagerman Jcelyn Hagerman, individually