Filed by the Registrant ☒ | | | Filed by a party other than the Registrant ☐ |
☒ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
☐ | | | No fee required. | |||
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☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| | (1) | | | Title of each class of securities to which transaction applies: Class A Common Stock, par value $0.01 per share (the “common stock”) | |
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| | (2) | | | Aggregate number of securities to which transaction applies: As of the close of business on August 20, 2020, there were 3,421,794 shares of common stock; 114,250 shares of common stock issuable upon the exercise of incentive stock options (“ISOs”) and non-qualified stock options (“NQs” and, together with the ISOs, each an “Option”); 18,978 shares of common stock underlying Company restricted stock units (each, an “RSU”). | |
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| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (setting forth the amount on which the filing fee is calculated and state how it was determined): The maximum aggregate value was determined based upon the sum of: (A) 3,421,794 shares of common stock multiplied by the cash merger consideration of $11.75 per share; (B) (i) 64,250 shares of common stock underlying Options multiplied by (ii) the cash merger consideration of $11.75 per share minus the exercise price per share of such Option; and (C) 18,978 shares of common stock underlying RSUs multiplied by the cash merger consideration of $11.75 per share. | |
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| | (4) | | | Proposed maximum aggregate value of transaction: $40,591,624. | |
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| | (5) | | | Total fee paid: $5,268.79. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filed fee was determined by multiplying $40,591,624 (the proposed maximum aggregate value of the transaction) by 0.0001298. | |
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☐ | | | Fee paid previously with preliminary materials. | |||
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☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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