|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WAUD REEVE B C/O WAUD CAPITAL PARTNERS, L.L.C. 300 N. LASALLE STREET, SUITE 4900 CHICAGO, IL 60654 |
X | X |
/s/ Reeve B. Waud | 09/13/2016 | |
**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) | Represents pro rata in-kind distributions for no consideration to certain of the limited partners of the following Reporting Persons: (i) 214,308 shares by Waud Capital Partners II, L.P. ("WCP II"), (ii) 193,821 shares by Waud Capital Partners QP II, L.P. ("WCP QP II"), (iii) 48,921 shares by Waud Capital Partners III, L.P. ("WCP III") and (iv) 77,438 shares by Waud Capital Partners QP III, L.P. ("WCP QP III"). |
(2) | The shares are owned of record as follows: (i) 1,307,585 shares by WCP II, (ii) 2,588,442 shares by WCP QP II, (iii) 751,113 shares by the Halcyon Exempt Family Trust (the "Halcyon Trust"), (iv) 83,530 shares by Waud Family Partners, L.P. ("WFP LP"), (v) 424,622 shares by WCP FIF II (Acadia), L.P. ("WCP FIF II"), (vi) 434,886 shares by Waud Capital Affiliates II, L.L.C. ("Waud Affiliates II"), (vii) 223,184 shares by Waud Capital Affiliates III, L.L.C. ("Waud Affiliates III"), (viii) 606,228 shares by WCP FIF III (Acadia), L.P. ("WCP FIF III"), (ix) 1,303,897 shares by WCP QP III, (x) 195,353 shares by Waud Capital Partners III, L.P. ("WCP III"), (xi) 33,333 shares by Melissa W. Waud, Mr. Waud's wife, (xii) 35,296 shares by WCP LLC, and (xii) 795,667 shares by Crystal Cove LP. |
(3) | Waud Capital Partners Management II, L.P. ("WCPM II") is the general partner of WCP II, WCP QP II and WCP FIF II and the manager of Waud Affiliates II. Waud Capital Partners II, L.L.C. ("WCP II LLC") is the general partner of WCPM II. Waud Capital Partners Management III, L.P. ("WCPM III") is the general partner of WCP FIF III, WCP QP III and WCP III and the Manager of Waud Affiliates III. Waud Capital Partners III, L.L.C. ("WCP III LLC") is the general partner of WCPM III. |
(4) | Mr. Waud may be deemed to beneficially own the shares of common stock described in Footnote (2) by virtue of (A) his making decisions for the Limited Partner Committee of each of WCPM II and WCPM III, (B) his being the manager of WCP II LLC and WCP III LLC, (C) his being the general partner of WFP LP, (D) his being the investment advisor of the Halcyon Trust, (E) his being married to Ms. Waud, (F) his being the sole manager of WCP LLC and (G) his being the general partner of Crystal Cove LP. |
(5) | Mr. Waud expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |