Page 17 of 24 – SEC Filing
BP is the registered investment adviser of Fund VIII, Fund VIII-A, Fund VII and Fund VII-A as well as the investment manager of Investors, Investors III and Investors IV. Collectively, Fund VIII, Fund VIII-A, Fund VII, Fund VII-A, Investors, Investors III and Investors IV directly hold 1,810,902 shares of Common Stock. Based on the two immediately preceding sentences, BP may be deemed to beneficially own such shares of Common Stock held by Fund VIII, Fund VIII-A, Fund VII, Fund VII-A, Investors, Investors III and Investors IV. However, BP disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that BP is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by Fund VIII, Fund VIII-A, Fund VII, Fund VII-A, Investors, Investors III and Investors IV.
SF directly holds 1,336,637 shares of Common Stock. Accordingly, SF has voting and dispositive power with respect to 1,336,637 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SF, SA may be deemed to beneficially own 1,336,637 shares of Common Stock held by SF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SF.
SARF directly holds 4,140 shares of Common Stock. Accordingly, SARF has voting and dispositive power with respect to 4,140 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SARF, SA may be deemed to beneficially own 4,140 shares of Common Stock held by SARF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SARF.
SOS directly holds 134,380 shares of Common Stock. Accordingly, SOS has voting and dispositive power with respect to 134,380 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SOS, SA may be deemed to beneficially own 134,380 shares of Common Stock held by SOS. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SOS.
Certain other accounts of which SP serves as the registered investment adviser directly hold 327,681 shares of the Issuer’s Common Stock. In addition, SF, SARF and SOS collectively hold 1,475,157 shares of the Issuer’s Common Stock. As the registered investment adviser of such other accounts and SF, SARF and SOS, SP may be deemed to beneficially own the 327,681 shares of Common Stock held by such other accounts and the 1,475,157 shares of Common Stock held by SF, SARF and SOS, collectively. However, SP disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SP is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by such other accounts or by SF, SARF and SOS.
BPH is the general partner of BPSP, which is the managing member of each of SP and BP. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 8BA, 7BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act.
By virtue of their positions as managing members of BPH, BPSP, BP, SP, 8BA, 7BA and SA, certain of the Berkshire Principals (as defined below) may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by Fund VIII, Fund VIII‑A, Fund VII, Fund VII-A, Investors, Investors III, Investors IV, SF, SARF and SOS. However, none of the Berkshire Principals, acting alone, has voting or investment power with respect to shares beneficially owned by such Reporting Persons, and, as a result, each Berkshire Principal disclaims beneficial ownership of such shares of Common Stock. The “Berkshire Principals” are Samantha A. Adams, Michael C. Ascione, Bradley M. Bloom, David C. Bordeau, Kenneth S. Bring, Jane Brock-Wilson, Kevin T. Callaghan, Christopher J. Hadley, Lawrence S. Hamelsky, Sharlyn C. Heslam, Elizabeth L. Hoffman, Matthew A. Janchar, Ross M. Jones, Thomas Y. Kuo, Richard K. Lubin, Joshua A. Lutzker, Jonathan J. Meyer, Greg Pappas, Marni F. Payne, David R. Peeler, Anil Seetharam, Raleigh A. Shoemaker, Robert J. Small and Edward J. Whelan, Jr.
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