Rule 13d-1(c)
SCHEDULE 13G
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| CUSIP Number(s): | 784933103 |
| 1 | Names of Reporting Persons
Villani Kimberly Marion | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
 (a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,408,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SPAR Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
110 EAST BOULEVARD, SUITE 1600, CHARLOTTE, NORTH CAROLINA, 28203. | |
| Item 2. | ||
| (a) | Name of person filing:
Kimberly M. Villani | |
| (b) | Address or principal business office or, if none, residence:
14 Bridlewood Drive
New Hope, Pennsylvania 18938 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP Number(s):
784933103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of January 1, 2023, the Reporting Person had shared or sole voting and dispositive power over 1,913,000 shares, representing 8.45% of the shares of common stock then outstanding. The Reporting Person's has shared voting and dispositive power over 1,000,000 shares. The Reporting Person's shared voting and dispositive power over such shares was by virtue of her serving as trustee of the following trust:
SP/R, Inc. Defined Benefit Pension Trust - 1,000,000 shares
The Reporting Person's had sole voting and dispositive power over 913,000 shares by virtue of her holdings of 33,000 shares in personal investment accounts and by virtue of her serving as trustee of the following trusts:
Grantor Trust of Heather H. Roseberry - 700,000 shares
Trust II of Robert G. Brown - 180,000 shares
The Reporting Person resigned as trustee of the SP/R, Inc. Defined Benefit Pension Trust on October 31, 2023. The Reporting Person resigned as trustee of the Trust II of Robert G. Brown on September 30, 2026.
The Reporting Person became the trustee for the Grantor Trust of Rory W. Brown on January 31, 2025. As of the date of this Schedule 13G, the Reporting Person has sole voting and dispositive power over 8,000 shares, and serves as trustee of the following trusts, for which the Reporting Person has sole voting and dispositive power over the shares held by each trust:
Grantor Trust of Rory W. Brown - 700,000
Grantor Trust of Heather H. Roseberry - 700,000
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13d or 13g of the Act, the beneficial owners of any securities covered by this Schedule 13G. | |
| (b) | Percent of class:
4.96% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,408,000 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,408,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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.
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