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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 | |
SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | X | X (see remarks below) | |
GILHULY EDWARD A C/O SAGEVIEW CAPITAL LP 245 LYTTON AVENUE, SUITE 250 PALO ALTO, CA 94301 |
X | X (see remarks below) | ||
STUART SCOTT M C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH, CT 06830 |
X | X (see remarks below) | ||
Sims Laura Nisonger 245 LYTTON AVENUE, SUITE 250 PALO ALTO, CA 94301 |
X | X (see remarks below) |
/s/ Dino Verardo, Sageview Capital L.P., as Authorized Person | 12/02/2015 | |
**Signature of Reporting Person | Date | |
/s/ Edward A. Gilhuly | 12/02/2015 | |
**Signature of Reporting Person | Date | |
/s/ Scott M. Stuart | 12/02/2015 | |
**Signature of Reporting Person | Date | |
/s/ Laura Nisonger Sims | 12/02/2015 | |
**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) | These shares of Class A Common Stock were issued on November 30, 2015 as part of the annual retainer for board service by Ms. Laura Nisonger Sims for the period started April 1, 2015 and ended October 14, 2015. Such shares vested on the date of issuance. Pursuant to the terms of her arrangement with Sageview Capital LP ("Sageview Capital") and certain related entities, the right to receive such shares was transferred to Sageview Capital. |
(2) | This Form 4 is filed on behalf of Sageview Capital, Mr. Edward A. Gilhuly, Mr. Scott M. Stuart and Ms. Sims. Ms. Sims was a director of the Issuer until October 30, 2015 and has remained a board observer since that date. Messrs. Gilhuly and Stuart are managing and controlling persons of Sageview Capital. |
(3) | Messrs. Gilhuly and Stuart and Ms. Sims disclaim beneficial ownership of such securities, except to the extent of his or her pecuniary interest therein, if any. |
(4) | This Form 4 shall not be deemed an admission that any Reporting Person is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose or that any Reporting Person or other person has an obligation to file this Form 4. |
Remarks: Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Sageview may be deemed a director-by-deputization by virtue of Sageview's contractual rights under the Securities Purchase Agreement, dated as of August 11, 2009, by and between the Issuer and Sageview entities party thereto, as it may be amended from time to time, to nominate one or more members or observers to the board of directors of the Issuer. |