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
of
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.