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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 | |
Centre Partners V, L.P. C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X | |||
Centre Capital Investors V LP C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X | |||
Centre Partners V LLC C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X | |||
JRJ V LP C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X | |||
Harwich Road V LP C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X | |||
JRJ Inc. C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X | |||
Harwich Road Inc. C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X | |||
POLLACK BRUCE G C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X | |||
JAFFE DAVID C/O CENTRE PARTNERS MANAGEMENT LLC 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022 |
X |
Centre Partners V, L.P., By: Centre Partners V LLC, Its: General Partner, By: /s/ William Tomai, Authorized Person | 12/10/2018 | |
**Signature of Reporting Person | Date | |
Centre Capital Investors V LP, By: /s/ Bruce G. Pollack, Authorized Person | 12/10/2018 | |
**Signature of Reporting Person | Date | |
Centre Partners V LLC, By: /s/ William Tomai, Authorized Person | 12/10/2018 | |
**Signature of Reporting Person | Date | |
JRJ V LP, By: JRJ Inc., Its: General Partner, By: /s/ Bruce G. Pollack, President | 12/10/2018 | |
**Signature of Reporting Person | Date | |
Harwich Road V LP, By: Harwich Road Inc., Its: General Partner, By: /s/ David L. Jaffe, President | 12/10/2018 | |
**Signature of Reporting Person | Date | |
JRJ Inc., By: /s/ Bruce G. Pollack, President | 12/10/2018 | |
**Signature of Reporting Person | Date | |
Harwich Road Inc., By: /s/ David L. Jaffe, President | 12/10/2018 | |
**Signature of Reporting Person | Date | |
/s/ Bruce G. Pollack | 12/10/2018 | |
**Signature of Reporting Person | Date | |
/s/ David L. Jaffe | 12/10/2018 | |
**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) | Represents shares of common stock purchased in open market transactions by Centre Capital Investors V, L.P. ("Centre Investors"). Centre Partners V, L.P. ("Centre Partners LP") is the sole general partner of Centre Investors. |
(2) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.89 to $12.15, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
(3) | Includes 5,593,116 shares of common stock directly held by Taylor Parent, LLC ("Taylor Parent"). |
(4) | CP Taylor GP, LLC ("CP Taylor") has the authority to appoint the board of directors of Taylor Parent. Centre Partners, L.P. is the sole member of CP Taylor and the general partner of Centre Investors. Centre Partners V LLC ("Centre Partners") is the general partner of Centre Partners LP. JRJ V LP ("JRJ LP") and Harwich Road V LP ("Harwich Road LP") are co-managers of Centre Partners. JRJ Inc. ("JRJ") is the general partner of JRJ LP. Harwich Road Inc. ("Harwich Road") is the general partner of Harwich Road LP. Bruce Pollack is the president of JRJ. David Jaffe is the president of Harwich Road. (Cont'd in FN 5) |
(5) | (Cont'd from FN 4) As such, Centre Partners LP, Centre Partners, JRJ LP, Harwich Road LP, JRJ, Harwich Road, Bruce Pollack and David Jaffe may be deemed to beneficially own the shares of the Issuer owned directly by Centre Investors and CP Taylor, Centre Partners LP, Centre Partners, JRJ LP, Harwich Road LP, JRJ, Harwich Road, Bruce Pollack and David Jaffe may be deemed to beneficially own the shares of the Issuer owned directly by Taylor Parent. |
(6) | Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer except to the extent of their respective pecuniary interest therein. |
(7) | These shares are directly owned by Mr. Pollack. |