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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Richmond David S. 3568 WILDWOOD AVENUE JACKSON, MI 49202 |
X | See Footnote 1 | ||
RBI Private Investment I, LLC 3568 WILDWOOD AVENUE JACKSON, MI 49202 |
See Footnote 1 | |||
RBI Private Investment II, LLC 3568 WILDWOOD AVENUE JACKSON, MI 49202 |
See Footnote 1 | |||
RBI PI Manager, LLC 3568 WILDWOOD AVENUE JACKSON, MI 49202 |
See Footnote 1 | |||
Richmond Brothers 401(k) Profit Sharing Plan 3568 WILDWOOD AVENUE JACKSON, MI 49202 |
See Footnote 1 | |||
Richmond Brothers, Inc. 3568 WILDWOOD AVENUE JACKSON, MI 49202 |
X | See Footnote 1 | ||
Curfman Matthew J. 3568 WILDWOOD AVENUE JACKSON, MI 49202 |
X | See Footnote 1 |
By: /s/ David S. Richmond | 12/19/2017 | |
**Signature of Reporting Person | Date | |
By: RBI Private Investment I, LLC; By: RBI PI Manager, LLC, Manager; By: /s/ David S. Richmond, Manager | 12/19/2017 | |
**Signature of Reporting Person | Date | |
By: RBI Private Investment II, LLC; By: RBI PI Manager, LLC, Manager; By: /s/ David S. Richmond, Manager | 12/19/2017 | |
**Signature of Reporting Person | Date | |
By: RBI PI Manager, LLC; By: /s/ David S. Richmond, Manager | 12/19/2017 | |
**Signature of Reporting Person | Date | |
By: Richmond Brothers 401(k) Profit Sharing Plan; By: /s/ David S. Richmond, Trustee | 12/19/2017 | |
**Signature of Reporting Person | Date | |
By: Richmond Brothers, Inc.; By: /s/ David S. Richmond, Chairman | 12/19/2017 | |
**Signature of Reporting Person | Date | |
By: /s/ Matthew J. Curfman | 12/19/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is filed jointly by RBI Private Investment I, LLC ("RBI PI"), RBI Private Investment II, LLC ("RBI PII"), RBI PI Manager, LLC ("RBI Manager"), Richmond Brothers 401(k) Profit Sharing Plan ("RBI Plan"), Richmond Brothers, Inc. ("Richmond Brothers"), David S. Richmond and Matthew J. Curfman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. |
(2) | Not reported herein are shares of Common Stock held in certain accounts managed by Richmond Brothers (the "Separately Managed Accounts"). Richmond Brothers is entitled to a management fee from the Separately Managed Accounts based solely on the value of assets under management. Accordingly, neither Richmond Brothers nor any other Reporting Person has a pecuniary interest in any of the shares held in the Separately Managed Accounts for purposes of Section 16. |
(3) | Represents securities directly owned by RBI PI. RBI Manager, as the manager of RBI PI, may be deemed to beneficially own the securities owned directly by RBI PI. Mr. Richmond, as the manager of RBI Manager, may be deemed to beneficially own the securities owned directly by RBI PI. |
(4) | Represents securities directly owned by RBI PII. RBI Manager, as the manager of RBI PII, may be deemed to beneficially own the securities owned directly by RBI PII. Mr. Richmond, as the manager of RBI Manager, may be deemed to beneficially own the securities owned directly by RBI PII. |
(5) | Represents securities directly owned by RBI Plan. Messrs. Richmond and Curfman, as trustees of RBI Plan, may be deemed to beneficially own the securities owned directly by RBI Plan, but have no pecuniary interest therein. |
(6) | Represents securities directly owned by Mr. Richmond's spouse. Mr. Richmond may be deemed to beneficially own the securities owned directly by his spouse. |
(7) | Represents securities directly owned by Mr. Richmond's daughter. Mr. Richmond may be deemed to beneficially own the securities owned directly by his daughter. |
(8) | Represents securities directly owned by Mr. Richmond's son. Mr. Richmond may be deemed to beneficially own the securities owned directly by his son. |
(9) | Represents securities directly owned by Mr. Curfman's spouse. Mr. Curfman may be deemed to beneficially own the securities owned directly by his spouse. |