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.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(Title of Class of Securities)
756577 10 2
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(CUSIP Number)
December 31, 2001
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(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
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Frank Batten, Jr.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 United States of America
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SOLE VOTING POWER
5 2,095,753 shares (see Item 4)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 0 shares
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7 2,095,753 shares (see Item 4)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8 0 shares
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 23,536,228 shares (see Item 4)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 13.9%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 IN
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Item 1
(a) Name of Issuer
Red Hat, Inc.
(b) Address of Issuer's Principal Executive Offices
2600 Meridian Parkway
Durham, North Carolina 27713.
Item 2
(a) Name of Person Filing
Frank Batten, Jr.
(b) Address of Principal Business Office or, if none, Residence
The address of the principal business office of Frank Batten, Jr., is
c/o Landmark Communications, Inc., 150 W. Brambleton Avenue,
Norfolk, Virginia 23510-2075.
(c) Citizenship
U.S.A.
(d) Title of Class of Securities
Common Stock, $.0001 Par Value
(e) CUSIP Number
756577 10 2
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 23,536,228 shares.
Shares beneficially owned includes 2,095,753 shares held of record by
the Frank Batten, Jr. Trust (Mr. Batten has the power to vote such
shares as sole acting trustee) and 21,440,475 shares held of record by
the 1998 Frank Batten, Jr. Grantor Annuity Trust (Mr. Batten holds no
voting power over such shares). Mr. Batten disclaims beneficial
ownership of these shares except to the extent of his pecuniary
interest therein, and this statement shall not be deemed an admission
that Mr. Batten is the beneficial owner of these shares for any
purpose.
(b) Percent of class: 13.9%
The foregoing percentage is based on 169,161,740 shares of Common
Stock reported to be outstanding as of November 30, 2001 in a
Form 10Q filed January 14, 2002.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
2,095,753 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
2,095,753 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
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Instruction. For computations regarding securities which represent a right to
acquire an underlying security see (S)240.13d-3(d)(1).
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 a Group
Not Applicable.
Item 10. Certification
Not Applicable. This Amendment to Schedule 13G is not filed pursuant to
Rule 13d-1(b) or Rule 13d-1(c).
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.
February 6, 2002
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Date
/s/ Frank Batten, Jr.
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Signature
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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