Item 4. | Ownership: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: As of December 31, 2018, Dr. Caruso may be deemed the beneficial owner of 12,176,206 shares of common stock. He individually holds 134,134 shares and holds options to purchase 59,662 shares of common stock that are exercisable within 60 days of February 1, 2019. Tru St Partnership LP (“Tru St”) may be deemed the beneficial owner of 11,982,410 shares of common stock. Dr. Caruso is the Chariman Emeritus of Provco Leasing Corporation (“Provco Leasing. Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 0 shares of common stock. The Uncommon Individual Foundation is the beneficial owner of 0 shares of common stock as of December 31, 2018. Dr. Caruso is the founder and chief executive officer of The Uncommon Individual Foundation. At the quarterly board meeting of The Uncommon Individual Foundation currently scheduled for February 12, 2019, Dr. Caruso will step down from his positions of The Uncommon Individual Foundation and be given the honorary title of Chairman Emeritus. Dr. Caruso disclaims beneficial ownership of shares held by Tru St, Provco Leasing and The Uncommon Individual Foundation except to the extent of his pecuniary interest therein. |
| (b) | Percent of class: Based on 85,179,535 shares of the Issuer’s common stock outstanding as of October 30, 2018 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2018: Dr. Caruso may be deemed the beneficial owner of 14.28 % of the Issuer’s common stock; Tru St, may be deemed the beneficial owner of 14.07% of the Issuer’s common stock; Provco Leasing may be deemed the beneficial owner of 14.07% of the Issuer’s common stock and The Uncommon Individual Foundation may be deemed the beneficial owner of 0% of the Issuer’s common stock as of December 31, 2018. |
| (c) | The Reporting Persons have the power to vote or dispose of the number of shares as follows: |
| | (i) | Sole power to vote or direct the vote. Dr. Caruso may be deemed to have sole power to vote or direct the vote of 193,796 shares of common stock based on his ownership of 134,134 shares and options to purchase 59,662 shares of common stock that are exercisable within 60 days of February 1, 2019. |
| | (ii) | Shared power to vote or direct the vote. As of December 31, 2018, Dr. Caruso, Tru St, Provco Leasing and The Uncommon Individual Foundation may be deemed to share the power to vote or direct the vote with respect to 12,176,206 shares of common stock. Dr. Caruso and Tru St may be deemed to share the power to vote or direct the vote with respect to 11,982,410 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to share the power to vote or direct the vote with respect to 11,982,410 shares of common stock. Dr. Caruso and The Uncommon Individual Foundation may be deemed to share the power to vote or direct the vote with respect to 0 shares of common stock as of December 31, 2018. |
| | (iii) | Sole power to dispose or direct the disposition. Dr. Caruso has sole power to dispose or control the disposition of 193,796 shares of common stock based on his ownership of 134,134 shares and options to purchase 59,662 shares of common stock that are exercisable within 60 days of February 1, 2019. |
| | (iv) | Shared power to dispose or direct the disposition. As of December 31, 2018, Dr. Caruso, Tru St and Provco Leasing may be deemed to have shared power to dispose of or shared power to direct the disposition of 12,176,206 shares of common stock. Dr. Caruso and Tru St may be deemed to have shared power to dispose of or shared power to direct the disposition of 11,982,410 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to have shared power to dispose of or shared power to direct the disposition of 11,982,410 shares of common stock. Dr. Caruso and The Uncommon Individual Foundation may be deemed to have shared power to dispose of or direct the disposition of 0 shares of common stock as of December 31, 2018. |
|
Item 5. | Ownership of Five Percent or Less of a Class: |
| The Uncommon Individual Foundation is the beneficial owner of 0 shares. |
|
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| Not applicable. |
|
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Reported on By the Parent Holding Company: |
| Not applicable. |
|
Item 8. | Identification and Classification of Members of the Group: |
| Exhibit A attached hereto identifies each member of the group filing this Schedule 13G/A pursuant to Rule 13d-1(c). |
|
Item 9. | Notice of Dissolution of Group: |
| Not applicable. |