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 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert F. Young
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
Number of Shares (5) SOLE VOTING POWER
Beneficially
Owned by 6,572,740 shares
Each Reporting --------------------------------------------------
Person With: (6) SHARED VOTING POWER
8,786,337 shares
--------------------------------------------------
(7) SOLE DISPOSITIVE POWER
6,572,740 shares
--------------------------------------------------
(8) SHARED DISPOSITIVE POWER
8,786,337 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,359,077 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%
12 TYPE OF REPORTING PERSON: 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:
Robert F. Young
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of Robert F.
Young is 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 5,328,345 shares held of
record by Nancy Young, Mr. Young's wife, 509,176 held by the
Nancy R. Young GRAT dated April 28, 1999, 364,496 shares held
of record by the Young Family Trust dated
Page 4 of 5
April 28, 1999 and 2,584,320 shares held of record by trusts
for the benefit of Mr. Young's children. Mr. Young 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. Young is the beneficial owner
of these shares for any purpose. Shares beneficially owned
also includes 509,176 shares held of record by the Robert F.
Young GRAT dated April 28, 1999.
(b) Percent of Class: 9.1%
The foregoing percentages are calculated based on the
169,161,740 shares of Common Stock reported to be outstanding
as of November 30, 2001 in the issuer's Quarterly Report on
Form 10-Q filed on January 14, 2002.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
6,572,740
(ii) shared power to vote or to direct the vote:
8,786,337
(iii) sole power to dispose or direct the disposition
of: 6,572,740
(iv) shared power to dispose or direct the
disposition of: 8,786,337
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.
Page 5 of 5
Item 9. NOTICE OF DISSOLUTION OF GROUP.
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/ Robert F. Young
---------------------
Robert F. Young