EDGAR3g

SC 13G 1 EDGAR3g.htm SC 13G EDGAR3g

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

SCHEDULE 13G

Under the Securities

Exchange Act of

1934

The Cato Corporation

(Name of

Issuer)

Class A Common Stock

(Title of Class

of Securities)

149205106

(CUSIP Number)

March 30, 2022

(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)

☒

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).

NAMES OF REPORTING PERSONS

S.S. or I.R.S. Identification Nos. of

Above Persons (Entities Only)

John P.

D. Cato

CHECK THE APPROPRIATE

BOX IF A MEMBER OF A GROUP (SEE

INSTRUCTIONS)

(a)

☐

(b)

☐

SEC USE ONLY

CITIZENSHIP OR PLACE

OF ORGANIZATION

United States

NUMBER

BENEFICIAL

OWNED

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

2,743,737 (1)(2)(6)

SHARED VOTING POWER

24,147 (2)(3)(6)

SOLE DISPOSITIVE POWER

2,743,737 (1)(2)(6)

SHARED DISPOSITIVE POWER

24,147 (2)(3)(6)

AGGREGATE AMOUNT

BENEFICIALLY OWNED BY

EACH REPORTING PERSON

2,767,884

(1)(2)(3)(6)

CHECK IF THE

AGGREGATE

AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW 9

13.0% (1)(2)(3)(4)(5)(6)

TYPE OF REPORTING PERSON

(SEE INSTRUCTIONS)

CUSIP No. 149205106

13G

Page 3 of 7

(1)

Consists of (i) 1,760,652 shares of Class

B Common Stock held of

record by John P.D. Cato, (ii)

936,216 shares

of Class A

Common Stock

held

of record

by John P.D. Cato and

(iii) 46,869

shares of Class

A Common Stock held

by John

P.D. Cato in

the Cato

Employee

Stock

Ownership

Plan.

(2)

Each share of Class B Common stock is convertible at any time into one share of Class A Common Stock at the option of the holder, and upon

the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation of the Issuer.

(3)

Consists of (i) 3,000 shares of Class

B Common Stock held of record

by the Reporting

Person’s wife, Jane

G. Cato,

(ii) 13,011 shares

of Class A

Common Stock

held of record

by Jane G.

Cato and (iii) 8,136

shares of Class

A Common Stock held

by Jane

G. Cato

in the

Cato

Employee

Stock

Ownership

Plan.

The Reporting

Person disclaims

beneficial

ownership of

these shares,

and the inclusion

of and reference

to such shares

in this

report is

subject in

all respects

to this disclaimer.

(4)

Based on the quotient obtained by

dividing (a) the aggregate number

of shares of Class

A Common Stock and Class B Common

Stock

beneficially owned by the Reporting Person as set

forth in Row 9 by (b) the sum

of (i) 19,516,462

shares of Class

A Common Stock

outstanding as of March 30, 2022, as reported

by the Issuer to the Reporting Person,

and (ii) 1,763,652

shares of Class B Common Stock

beneficially

owned by

the Reporting Person. The aggregate number of

shares of Class B Common Stock

beneficially owned by the Reporting

Person as set forth in clauses “(a)”

and “(b)” of this footnote are treated as

converted into Class

A Common Stock only for the purpose

computing the percentage ownership

of the Reporting Person.

(5)

Each share of Class

A Common Stock is entitled to one vote

and each share of Class B Common

Stock is entitled to ten votes. There

were

1,763,652 shares of Class B Common

Stock outstanding as of March 30, 2022, as reported

by the Issuer to the Reporting Person, all

of which

were beneficially owned by

the Reporting Person as set forth in footnote

“(4)” immediately above. The percentage

reported does not reflect

the ten for one voting power of the

Class B Common Stock because

these shares are treated as converted into Class

A Common Stock for the

purpose of this report.

The 1,763,652 shares of Class B Common Stock and 1,004,232 shares of Class A Common Stock beneficially owned

by Reporting Person represent 50.2% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B

Common Stock as of March 30, 2022.

(6)

Reports holdings as of March

30, 2022.

From December 31, 2021

to March 30, 2022 the

number of Company’s Class A Common Stock held by

John P.D.

Cato in the

Cato

Employee

Stock

Ownership

Plan increased

by 2,950 shares.

Item 1(a)

Name

of Issuer

: The Cato Corporation

Item 1(b)

Address of Issuer’s Principal Executive Offices

: 8100 Denmark Road, Charlotte, NC 28275

Item 2(a)

Name of

Person

Filing

: John P.D.

Cato

Item 2(b)

Address of Principal Business Office or, if none, Residence

The address for the principal business

office of John P.D. Cato is:

c/o The Cato

Corporation

8100 Denmark Road, Charlotte, NC 28275

Item 2(c)

Citizenship

: John P.D.

Cato - United States

Item 2(d)

Title of Class of Securities

: Class A Common Stock, par value

$0.033 per share

Item

2(e)

CUSIP No.

149205106

Item 3

this

statement

filed

pursuant

§§240.13d-1(b) or 240.1 3d -2(b) or (c), check whether the person filing is a

This statement is not filed pursuant

to §§240.13d-1(b) or 240.13d-2(b)

or (c).

Item 4

Ownership

(a) Amount beneficially owned:

2,767,884

(1)(2)(3)(6)

(b) Percent of class:

13.0%

(1)(2)(3)(4)(5)(6)

the person has:

(i)

Sole power to vote or direct the vote or

to direct the vote:

2,743,737

(1)(2)(6)

(ii)

Shared power to vote or to direct

the vote:

24,147(2)(3)(6)

(iii)

Sole power to dispose or to direct

the disposition of:

2,767,884 (1)(2)(6)

(iv)

(iv) Shared power to dispose of or

direct the disposition of: 24,147

(2)(3)(6)

CUSIP No. 149205106

13G

Page 5 of 7

(1)

Consists of (i) 1,760,652 shares of Class

B Common Stock held of

record by John P.D. Cato, (ii)

936,216 shares

of Class A

Common Stock

held

of record

by John P.D. Cato and

(iii) 46,869

shares of Class

A Common Stock held

by John

P.D. Cato in

the Cato

Employee

Stock

Ownership

Plan.

(2)

Each share of Class B Common stock is convertible at any time into one share of Class A Common Stock at the option of the holder, and upon

the occurrence of certain other events as described in the Amended and Restated Certificate of Incorporation of the Issuer.

(3)

Consists of (i) 3,000 shares of Class

B Common Stock held of record

by the Reporting

Person’s wife, Jane

G. Cato, (ii)

13,011 shares

of Class A

Common Stock

held of record

by Jane G.

Cato and (iii) 8,136

shares of Class

A Common Stock held

by Jane

G. Cato

in the

Cato Employee

Stock

Ownership

Plan.

The Reporting

Person disclaims

beneficial

ownership of

these shares,

and the inclusion

of and reference

to such shares

in this

report is

subject

in all respects

to this disclaimer.

(4)

Based on the quotient obtained by

dividing (a) the aggregate number

of shares of Class

A Common Stock and Class B Common

Stock

beneficially owned by the Reporting Person as set

forth in Row 9 by (b) the sum

of (i) 19,516,462

shares of Class

A Common Stock

outstanding as of March 30, 2022, as reported

by the Issuer to the Reporting Person,

and (ii) 1,763,652

shares of Class B Common Stock

beneficially

owned by

the Reporting Person. The aggregate number of

shares of Class B Common Stock

beneficially owned by the Reporting

Person as set forth in clauses “(a)”

and “(b)” of this footnote are treated as

converted into Class

A Common Stock only for the purpose

computing the percentage ownership

of the Reporting Person.

(5)

Each share of Class

A Common Stock is entitled to one vote

and each share of Class B Common

Stock is entitled to ten votes. There

were

1,763,652 shares of Class B Common

Stock outstanding as of March 30, 2022, as reported

by the Issuer to the Reporting Person, all

of which

were beneficially owned by

the Reporting Person as set forth in footnote

“(4)” immediately above. The percentage

reported does not reflect

the ten for one voting power of the

Class B Common Stock because

these shares are treated as converted into Class

A Common Stock for the

purpose of this report.

The 1,763,652 shares of Class B Common Stock and 1,004,232 shares of Class A Common Stock beneficially owned

by Reporting Person represent 50.2% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B

Common Stock as of March 30, 2022.

(6)

Reports holdings as of March

30, 2022.

From December 31, 2021

to March 30, 2022 the

number of Company’s Class A Common Stock held by

John P.D.

Cato in the

Cato

Employee

Stock

Ownership

Plan increased

by 2,950 shares.

CUSIP No. 30303M 102

13G

Page 6 of 7

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

or Control

Person

: Not applicable.

Item 8

Identification and Classification of Members of the Group

: Not applicable.

Item 9

Notice of Dissolution of Group

: Not applicable.

Item 10

Certifications

: Not applicable.

CUSIP No. 30303M 102

13G

Page 7 of 7

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: March 30, 2022

John P. D. Cato

/s/ John P. D. Cato

Name:

John P.

D. Cato

SEC Form SC 13G filed by Cato Corporation