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)
1,049,145 shares
of Class A
Common Stock
held of record
by John P.D. Cato and
(iii) 54,024 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) 8,643
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) 18,721,781
shares of Class
A Common Stock
outstanding as of December 31, 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 December 31, 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 1,124,823 shares of Class A Common Stock beneficially
owned by Reporting Person represent 51.6% of the aggregate combined voting power of the Company’s Class A Common Stock and Class B
Common Stock as of December 31, 2022.