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SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
SCHEDULE 13D |
Under the Securities Exchange Act of 1934 |
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(Amendment No. 7)* |
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LL&E Royalty Trust |
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(Name of Issuer) |
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Units of Beneficial Interest |
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(Title of Class of Securities) |
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502003 10 6 |
| | |
(CUSIP Number) |
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Robert Robotti c/o Robotti & Company, Incorporated |
110 East 42nd Street, Suite 1100 |
New York, New York 10017 |
212-986-4800 |
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(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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July 22, 2010 |
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(Date of Event Which Requires Filing of this Statement) |
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] |
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. |
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(Page 1 of 16 Pages) |
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
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The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 2 of 16 Pages |
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1. | | Names of Reporting Persons Robert E. Robotti |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | AF, OO |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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| | |
6. | | Citizenship or Place of Organization |
| | United States |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 1,918,821 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 1,918,821 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 1,918,821 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 10.1% |
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14. | | Type of Reporting Person (See Instructions) |
| | IN, HC |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 3 of 16 Pages |
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1. | | Names of Reporting Persons Robotti & Company, Incorporated |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | OO |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | New York |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 64,800 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
| | |
Reporting | | |
Person With | | 10. | Shared Dispositive Power: 64,800 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 64,800 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | Less than 1% |
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14. | | Type of Reporting Person (See Instructions) |
| | CO, HC |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 4 of 16 Pages |
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1. | | Names of Reporting Persons Robotti & Company, LLC |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | OO |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | New York |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 63,500 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 63,500 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 63,500 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | Less than 1% |
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14. | | Type of Reporting Person (See Instructions) |
| | OO, BD |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 5 of 16 Pages |
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1. | | Names of Reporting Persons Robotti & Company Advisors, LLC |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | OO |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | New York |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 1,300 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 1,300 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 1,300 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | Less than 1% |
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14. | | Type of Reporting Person (See Instructions) |
| | OO, IA |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 6 of 16 Pages |
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1. | | Names of Reporting Persons Kenneth R. Wasiak |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | AF |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | United States |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 1,854,021 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 1,854,021 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 1,854,021 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 9.8% |
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14. | | Type of Reporting Person (See Instructions) |
| | IN, HC |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 7 of 16 Pages |
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1. | | Names of Reporting Persons Ravenswood Management Company, L.L.C. |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | AF |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | New York |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 1,854,021 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 1,854,021 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 1,854,021 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 9.8% |
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14. | | Type of Reporting Person (See Instructions) |
| | OO |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 8 of 16 Pages |
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1. | | Names of Reporting Persons The Ravenswood Investment Company, L.P. |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | WC |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | New York |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 1,308,517 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 1,308,517 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 1,308,517 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 6.9% |
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14. | | Type of Reporting Person (See Instructions) |
| | PN |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 9 of 16 Pages |
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1. | | Names of Reporting Persons Ravenswood Investments III, L.P. |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | WC |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | New York |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 545,504 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 545,504 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 545,504 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 2.9% |
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14. | | Type of Reporting Person (See Instructions) |
| | PN |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 10 of 16 Pages |
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1. | | Names of Reporting Persons Benjamin Stein |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | AF |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | United States |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 293,564 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 293,564 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 293,564 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 1.6% |
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14. | | Type of Reporting Person (See Instructions) |
| | IN, HC |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 11 of 16 Pages |
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1. | | Names of Reporting Persons Zachary Sternberg |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | AF |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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| | |
6. | | Citizenship or Place of Organization |
| | United States |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 293,564 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 293,564 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 293,564 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 1.6% |
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14. | | Type of Reporting Person (See Instructions) |
| | IN, HC |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 12 of 16 Pages |
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1. | | Names of Reporting Persons Spruce House Capital LLC |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | AF |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | Delaware |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 293,564 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
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Reporting | | |
Person With | | 10. | Shared Dispositive Power: 293,564 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 293,564 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 1.6% |
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14. | | Type of Reporting Person (See Instructions) |
| | OO |
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Schedule 13D |
CUSIP No. 502003 10 6 | | Page 13 of 16 Pages |
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1. | | Names of Reporting Persons Spruce House Partners LP |
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2. | | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | [X] | | (b) | [ ] | |
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3. | | SEC Use Only |
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4. | | Source of Funds (See Instructions) |
| | WC |
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5. | | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] | |
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6. | | Citizenship or Place of Organization |
| | Delaware |
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Number of | | 7. | Sole Voting Power: -0- |
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Shares | | |
Beneficially | | 8. | Shared Voting Power: 293,564 |
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Owned by | | |
Each | | 9. | Sole Dispositive Power: -0- |
| | |
Reporting | | |
Person With | | 10. | Shared Dispositive Power: 293,564 |
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11. | | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 293,564 |
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12. | | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| | |
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13. | | Percent of Class Represented by Amount in Row (11) |
| | 1.6% |
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14. | | Type of Reporting Person (See Instructions) |
| | PN |
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SCHEDULE 13D |
CUSIP No. 502003 10 6 | | Page 14 of 16 Pages |
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This Statement on Schedule 13D Amendment No. 7 (this "Statement") is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "Commission"). This Statement amends the Initial Statement of Beneficial Ownership on Schedule 13D relating to Units of Beneficial Interest (the "Units") of LL&E Royalty Trust (the "Issuer"), filed on October 23, 2008 with the Commission as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6 thereto, filed with the Commission on February 9, 2009, June 10, 2009, September 2, 2009, December 28, 2009, May 5, 2010 and July 1, 2010, respectively (as so amended, the "Amended Statement"), as specifically set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement. |
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Item 4. | Purpose of Transaction |
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Item 4 of the Amended Statement is hereby amended to add the following: |
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Robotti & Company, on behalf of the Reporting Persons, sent to The Bank of New York Mellon Trust Company, N.A., as Trustee ("Trustee") for LL&E Royalty Trust ("Trust"), a letter dated July 22, 2010 ("July 22 Letter") in which it stated that: |
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Robotti & Company received a letter from the Trustee ("Trustee Letter") in which the Trustee stated that the Trustee "does not believe that it would be in the best interests of the unitholders for the Trust to enter into an exchange agreement that would be likely to adversely affect the Trust's ability to market the [Trust's] assets." |
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as a consequence of the response in the Trustee's Letter, the Reporting Persons do not believe it is feasible for them to continue to pursue the proposed transaction set forth in Robotti & Company's letter dated June 29, 2010 to the Trustee. |
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such a transaction would not be possible without current financial statements and the Trust's most recently filed financial statements are as of and for the period ended December 31, 2008. |
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the Reporting Persons may bid for some or all of the Trust's assets, either individually or in conjunction with others, or take other actions to preserve the value of their units. |
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A copy of the July 22 Letter including the Trustee's Letter attached thereto, is attached hereto as Exhibit 7 and incorporated herein by reference. |
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Item 7. | Materials To Be Filed As Exhibits |
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Item 7 of the Amended Statement has been amended and restated to read as follows: |
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The following documents are filed herewith or have been previously filed: |
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1. Joint Filing Agreement dated as of October 23, 2008 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, LLC, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., The Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P. |
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2. Letter dated October 21, 2008, from Robotti & Company, LLC, The Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P. to The Bank of New York Mellon Trust Company, N.A., as Trustee for LL&E Royalty Trust. |
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3. Letter dated February 5, 2009, from Robotti & Company, LLC, The Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P. to The Bank of New York Mellon Trust Company, N.A., as Trustee for LL&E Royalty Trust. |
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SCHEDULE 13D |
CUSIP No. 502003 10 6 | | Page 15 of 16 Pages |
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4. Amended and Restated Joint Filing Agreement dated as of September 2, 2009 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, LLC, Robotti & Company Advisors, LLC, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., The Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., Benjamin Stein, Zachary Sternberg, Spruce House Capital LLC, and Spruce House Partners LP. |
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5. Letter dated April 30, 2010, from Robotti & Company, LLC to The Bank of New York Mellon Trust Company, N.A., as Trustee for LL&E Royalty Trust. |
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6. Letter dated June 29, 2010, from Robotti & Company, LLC to The Bank of New York Mellon Trust Company, N.A., as Trustee for LL&E Royalty Trust. |
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7. Letter dated July 22, 2010, from Robotti & Company, LLC to The Bank of New York Mellon Trust Company, N.A., as Trustee for LL&E Royalty Trust. |
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(The remainder of this page was intentionally left blank) |
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SCHEDULE 13D |
CUSIP No. 502003 10 6 | | Page 16 of 16 Pages |
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SIGNATURE |
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After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. |
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Date: | July 23, 2010 | | |
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| | | Robotti & Company, Incorporated |
| | | |
| /s/ Robert E. Robotti | | By: | /s/ Robert E. Robotti |
| | | | |
| Robert E. Robotti | | | Name: Robert E. Robotti |
| | | Title: President and Treasurer |
| | | |
Robotti & Company, LLC | | Robotti & Company Advisors, LLC |
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By: | /s/ Robert E. Robotti | | By: | /s/ Robert E. Robotti |
| | | | |
| Name: Robert E. Robotti | | | Name: Robert E. Robotti |
| Title: President and Treasurer | | | Title: President and Treasurer |
| | | | |
Ravenswood Management Company, L.L.C. | | | |
| | | | |
By: | /s/ Robert E. Robotti | | | /s/ Kenneth R. Wasiak |
| | | | |
| Name: Robert E. Robotti | | | Kenneth R. Wasiak |
| Title: Managing Member | | | |
| | | | |
Ravenswood Investments III, L.P. | | | Ravenswood Investment Company, L.P. |
| | | | |
By: | Ravenswood Management Company, L.L.C. | | By: | Ravenswood Management Company, L.L.C. |
| Its General Partner | | | Its General Partner |
| | | | |
By: | /s/ Robert E. Robotti | | By: | /s/ Robert E. Robotti |
| | | | |
| Name: Robert E. Robotti | | | Name: Robert E. Robotti |
| Title: Managing Member | | | Title: Managing Member |
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Spruce House Capital LLC | | | /s/ Benjamin Stein |
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| | | | Benjamin Stein |
By: | /s/ Benjamin Stein | | | |
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| Name: Benjamin Stein | | | /s/ Zachary Sternberg |
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| Title: Managing Member | | | Zachary Sternberg |
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Spruce House Partners LP | | | |
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By: | Spruce House Capital LLC | | | |
| Its General Partner | | | |
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By: | /s/ Benjamin Stein | | | |
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| Name: Benjamin Stein | | | |
| Title: Managing Member | | | |
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