Page 10 of 12 – SEC Filing
CUSIP No. 743815102 (Common Stock)
The Filers effected the following transactions in the Common Stock in privately negotiated transactions on
the dates indicated, and such transactions are the only transactions in the Common Stock by the Filers in the sixty days preceding the filing of this Amendment:
|
| Purchase or Sale | Date | Number of Shares | Weighted Average Price Per Share | ||||||||||
| CCP | Sale | 12/11/2017 | 195,138 | $ | 56.07 | |||||||||
| CCP2 | Sale | 12/11/2017 | 44,928 | $ | 56.07 | |||||||||
| Separate Account | Sale | 12/11/2017 | 74,539 | $ | 56.07 | |||||||||
Except as set forth in Item 6 hereof, no other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock or the Issuers Series A Convertible Preferred Stock, par value $0.001 per share (the Series A Preferred Stock) reported herein.
The information contained in Item 6 is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with the transactions described in Item 5, pursuant to a Lock-Up Agreement between CCM and Jefferies LLC
(Jefferies) dated December 11, 2017 (the Lock-Up Agreement), the Filers, among other things, agreed that, for thirty days, the Filers will not, without the prior written consent of
Jefferies (which consent may be withheld in its discretion):
| sell, offer to sell, contract to sell or lend any Ordinary Shares or Related Securities (each as defined in the Lock-Up Agreement); |
| effect any short sale or establish or increase any put equivalent position or liquidate or decrease any call equivalent position of any Ordinary Shares or Related Securities; |
| pledge, hypothecate or grant any security interest in any Ordinary Shares or Related Securities; |
| in any other way transfer or dispose of any Ordinary Shares or Related Securities; |
| enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; |
| announce the offering of any Ordinary Shares or Related Securities; |
| participate in the filing of any registration statement under the Securities Act of 1933, as amended, in respect of any Ordinary Shares or Related Securities; or |
| Publicly announce the intention to do any of the foregoing. |
The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the Lock-Up Agreement, which is filed hereto as Exhibit 5 and incorporated herein by reference.
CCM is an investment adviser whose clients, including CCP, CCP2, CCC and the Separate Account, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock and the Series A Preferred Stock. CC is the general partner of CCP, CCP2 and CCC. Gray and Shackelton are the managers of CC and CCM. CCM may have the right to receive
performance-related fees from the Separate Account, and CC may have the right to receive performance-related fees from CCP, CCP2 and CCC.
