Page 11 of 17 – SEC Filing
| CUSIP No. 759525108 | 13D | Page 11 of 17 Pages |
BTN is a Delaware corporation,
with its principal executive offices located at 11422 Miracle Hills Drive, Suite 300, Omaha, Nebraska 68154. BTN is a holding company
with diverse business activities focused on serving the cinema, retail, financial and government markets. BTN and its subsidiaries
design, integrate, and install technology solutions for a broad range of applications; develop and deliver out-of-home messaging,
advertising and communications; manufacture projection screens; and provide managed services including monitoring of networked
equipment to its customers.
Information regarding
the identity and background of each executive officer and director of BTN is set forth on Schedule A to this Statement. Each of
the individuals identified on Schedule A to this Statement is a U.S. citizen.
None of the Reporting
Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge,
any individuals identified on Schedule A to this Statement has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting
Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge,
any individuals identified on Schedule A to this Statement has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total cost for
purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows:
FAFI, $16,671; FGPM, $4,867,549; FGHP, $5,023,775; FGGM, $501,064; BTN, $4,339,200; and Mr. Moglia, $1,458,942. The source of these
funds was working capital or personal funds, as applicable. The total cost for purchases by CWA’s customers reported in this
Amendment No. 10 was approximately $4,557,307. The source of funds for the shares of Common Stock acquired for the accounts of
CWA’s customers were funds of such customers. The shares of Common Stock reported as owned by FAFI were acquired as a result
of investor contributions.
Item 4. Purpose of Transaction.
None of the Reporting
Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item
4 of Schedule 13D, except as may be proposed by Messrs. Cerminara and Johnson in their capacity as directors of the Company, or
by such board of directors with Messrs. Cerminara’s and Johnson’s participation. The Reporting Persons reserve the
right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the
Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons
may in the future acquire additional shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock
of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as
the Reporting Persons may deem advisable, subject to applicable law.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons
beneficially own in the aggregate 4,846,140 shares of Common Stock, which represents approximately 35.0% of the Company’s
outstanding shares of Common Stock.
Each of FGPM, FGHP,
FGGM, FAFI and BTN directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in
the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons or, to the Reporting Persons’
knowledge, any individuals identified on Schedule A to this Statement directly hold any of the shares of Common Stock disclosed
in this Statement, except as described below and except for Mr. Charles T. Lanktree, a director of BTN, who may be deemed to beneficially
own 7,916 shares of Common Stock, 214 of which are held by him and 7,702 of which are held by a trust of which Mr. Lanktree’s
wife is a trustee. Mr. Lanktree also holds 5,419 restricted stock units granted to him by the Company as director compensation
on June 15, 2017. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The units vest
in full 12 months after the grant date, subject to Mr. Lanktree’s continued service as a director of the Company through
such date. In addition, Mr. Ferguson and Mr. Beynon hold 440 and 6,410 shares of Common Stock, respectively, as customers of CWA,
which are included in the number of shares of Common Stock reported in this Statement as beneficially held by CWA.
