Page 11 of 13 – SEC Filing
| Item 5. | Interest in Securities of the Issuer. | ||
| (a) – (e) | As of the date hereof, HFA, HMC and Raymond Harbert may be deemed to be the beneficial owners of 507,706 Shares, and the Fund GP, the Fund, Jack Bryant and Kenan Lucas may be deemed to be the beneficial owners of 504,100 Shares, in each case constituting 5.4% of the Shares, based upon 9,420,254* shares outstanding as of the date hereof. HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 507,706 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 507,706 Shares. HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 507,706 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 507,706 Shares. The Fund GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 504,100 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 504,100 Shares. The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 504,100 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 504,100 Shares. | ||
| Jack Bryant has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 504,100 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 504,100 Shares. Kenan Lucas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 504,100 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 504,100 Shares. Raymond Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 507,706 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 507,706 Shares. On June 1, 2017, Jack Bryant received 1,859 Shares in lieu of a portion of his annual board compensation pursuant to the Directors Stock Purchase Rights under the 2004 Stock Incentive Plan, an exempt plan. These Shares are held by HFA for the benefit of the investors of the Fund. There have been no other transactions by the Reporting Persons in the securities of the Issuer in the prior 60 days. *This outstanding Shares figure reflects the number of outstanding Shares at May 4, 2017, as reported in the Issuer’s Form 10-Q, filed on May 8, 2017. | |||
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | |
| Other than the Standstill Agreement, the Non-Disclosure Agreement and the Joinder Agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. In connection with his service as a Director of the Issuer, Jack Bryant has been issued 8,000 stock options. The options have a three-year vesting schedule whereby one-third of the options vest and are exercisable on or after September 1, 2017, one-third of the options vest and are exercisable on or after September 1, 2018, and the final one-third of the options vest and are exercisable on or after September 1, 2019, subject to accelerated vesting upon the occurrence of certain changes in control of the issuer. The options are exercisable for a period of ten years from September 1, 2016, the date of the grant, unless earlier terminated due to the termination of Jack Bryant’s service as a director of the issuer. These options and 3,606 Shares held by HFA (which consist of 1,747 Shares issued to Jack Bryant in lieu of a portion of his board compensation on March 1 and 1,859 Shares issued to Jack Bryant in lieu of a portion of his board compensation on June 1) are held for the benefit of the investors of the Fund. | ||
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit A: Joint Filing Agreement. Exhibit B: Standstill Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 10, 2016). Exhibit C: Non-Disclosure Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 10, 2016). Exhibit D: Joinder Agreement (incorporated by reference to Exhibit 10.8 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 10, 2016). Exhibit E: Standstill Agreement Amendment (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 21, 2016). Exhibit F: Second Standstill Agreement Amendment (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 6, 2017). | ||
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