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, Mr. Tarriff beneficially owned 2,064,460 shares of the Issuer’s Common Stock consisting of (i) 269,918 shares of Common Stock owned directly by him, (ii) 176,361 shares of Common Stock held by Janney Montgomery Scott LLC CUST FBO Scott Tarriff IRA for the Benefit of Mr. Tarriff (the “IRA Trust”), of which Mr. Tarriff is a trustee and, as such, may be deemed to share voting and dispositive power with respect to all shares held by the IRA Trust, (iii) options to purchase 514,501 shares of Common Stock exercisable within 60 days of December 31, 2018 and (iv) 1,103,680 shares of Common Stock held by the Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 (the “Family Trust”) for the benefit of Mr. Tarriff’s spouse and three children, of which Mr. Graves is the trustee, and as such, while Mr. Tarriff may be deemed to share voting and dispositive power with respect to all shares held by the Family Trust, Mr. Tarriff disclaims beneficial ownership with respect to such shares in the Family Trust, except to the extent of his pecuniary interest therein. Mr. Tarriff’s beneficial ownership does not include 63,000 shares of Common Stock underlying performance-based restricted stock units that are subject to vesting on January 1, 2021 to the extent that certain performance objectives are achieved. As of December 31, 2018, Mr. Graves beneficially owned 1,178,720 shares of the Issuer’s Common Stock consisting of (i) 1,000 shares of Common Stock owned directly by him, (ii) options to purchase 74,040 shares of Common Stock exercisable within 60 days of December 31, 2018 and (iii) 1,103,680 shares of Common Stock held by the Family Trust for the benefit of Mr. Tarriff’s spouse and three children, of which Mr. Graves is the trustee. Mr. Graves disclaims any pecuniary interest with respect to such shares in the Family Trust. |
| (b) | Percent of class: For Mr. Tarriff: based on 13,914,025 shares of the Issuer’s Common Stock issued and outstanding as of December 31, 2018 (which does not include 2,590,258 treasury shares) as reported by the Issuer to the Reporting Person and assumes the exercise of 514,501 options held by Mr. Tarriff that are exercisable within 60 days of December 31, 2018. As of December 31, 2018, the 2,064,460 shares of the Issuer’s Common Stock beneficially owned by Mr. Tarriff represented 14.31% of such shares outstanding. For the Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016: based on 13,914,025 shares of the Issuer’s Common Stock issued and outstanding as of December 31, 2018 (which does not include 2,590,258 treasury shares) as reported by the Issuer to the Reporting Person. As of December 31, 2018, the 1,103,680 shares of the Issuer’s Common Stock beneficially owned by the Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 represented 7.93% of such shares outstanding. For Mr. Graves: based on 13,914,025 shares of the Issuer’s Common Stock issued and outstanding as of December 31, 2018 (which does not include 2,590,258 treasury shares) as reported by the Issuer to the Reporting Person and assumes the exercise of 74,040 options held by Mr. Graves that are exercisable within 60 days of December 31, 2018. As of December 31, 2018, the 1,178,720 shares of the Issuer’s Common Stock beneficially owned by Mr. Graves represented 8.43% of such shares outstanding. |
| (c) | Number of shares as to which the person has: |
| | (i) | Sole power to vote or to direct the vote: Scott Tarriff – 784,419 Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 – 0 Michael Graves – 75,040 |
| | (ii) | Shared power to vote or to direct the vote: Scott Tarriff – 1,280,041 Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 – 1,103,680 Michael Graves – 1,103,680 |
| | (iii) | Sole power to dispose or to direct the disposition of: Scott Tarriff – 784,419 Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 – 0 Michael Graves – 75,040 |
| | (iv) | Shared power to dispose or to direct the disposition of: Scott Tarriff – 1,280,041 Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 – 1,103,680 Michael Graves – 1,103,680 |
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Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1). |
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Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable |
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Item 8. | Identification and Classification of Members of the Group. |
Not applicable |
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Item 9. | Notice of Dissolution of Group. |
Not applicable |
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