Page 5 of 8 – SEC Filing
which were cancelled) were automatically converted into 20,956,355 Shares of the Issuer. Immediately following the consummation of the Mergers, the Sole Stockholder distributed such Shares (the
Distribution) to its equityholders, including the Reporting Persons.
The description of the Merger Agreement and
related transactions (including, but not limited to, the Mergers) in this Item 3 does not purport to be complete and is subject and qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit
2 hereto and is incorporated herein by reference.
The Reporting Persons did not use any funds in connection with the Mergers and the
Distribution.
| Item 4. | Purpose of Transaction |
The information set forth in Items 3 and 6 hereof is hereby
incorporated by reference into this Item 4.
The Reporting Persons have acquired beneficial ownership of the Shares as described in
this Statement on Schedule 13D for investment purposes. Subject to the terms and conditions of the Stockholders Agreement (as described below), depending on various factors, including but not limited to the Issuers financial position and
strategic direction, price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to the investment in the Issuer as they deem
appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D.
In connection with the transactions contemplated by the Merger Agreement, the Issuer, the Sole Stockholder and the Reporting Persons entered
into the Stockholders Agreement, dated as of August 17, 2016 (the Stockholders Agreement) attached hereto as Exhibit 3, which grants certain board nomination and designation rights to Mr. Peed. Pursuant to the
Stockholders Agreement, as of the Closing Date, the board of directors of the Issuer (the Issuer Board) was increased from seven directors to ten directors and Michael R. Hogan, Patrick F. Maroney and Mr. Peed were appointed
as directors on the Issuer Board. Messrs. Hogan, Maroney and Peed are the first individuals designated by the Reporting Persons for appointment to the Issuer Board pursuant to the Stockholders Agreement. Mr. Peed has also been appointed as
Non-Executive Vice Chairman of the Issuer Board. At this time, Messrs. Hogan, Maroney and Peed have not been appointed to any of the Issuer Boards standing committees. See Item 6 below for further information regarding the Stockholders
Agreement.
Except as set forth in this Statement, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the
other individuals identified in Item 2 above, have no other present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Although the foregoing reflects activities presently contemplated by the Reporting Persons and any other person identified in Item 2 with respect to the Issuer, subject to the terms and conditions of the Stockholders Agreement, the foregoing is
subject to change at any time.
| Item 5. | Interest in Securities of the Issuer. |
(a) Mr. Peed directly owns 2,074,786 Shares,
representing 4.9% of the outstanding Shares. Peed FLP1 directly owns 11,876,563 Shares, representing 27.8% of the outstanding Shares, which are indirectly owned by Mr. Peed. Additionally, Mr. Peed has the power to vote 3,487,837 shares
held of record by Leah Anneberg Peed pursuant to a voting proxy dated August 2016, attached hereto as Exhibit 4, representing 8.2% of the outstanding Shares. The Reporting Persons beneficially own in aggregate 17,439,186 Shares. The
Shares beneficially owned by Reporting Persons represent, in the aggregate, approximately 40.9% of the outstanding Shares. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 42,682,963 Shares outstanding as of
April 3, 2017, based on information provided to the Reporting Persons by the Issuer after giving effect to the transactions contemplated by the Merger Agreement.
(b) Mr. Peed has the sole power to vote or direct the vote of and dispose or direct the disposition of the 2,074,786 Shares directly held
by him. Peed FLP1 and Mr. Peed share the power to vote or direct the vote of and dispose or direct the disposition of the 11,876,563 Shares held directly by Peed FLP1 and held indirectly by Mr. Peed.
