Page 19 of 23 – SEC Filing
| (b) | 1. Sole power to vote or direct vote: 6,987,962 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,987,962 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Hill Path Holdings has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill Path E2 during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| K. | Mr. Ross |
| (a) | Mr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed the beneficial owner of the (i) 5,024,464 Shares owned by Hill Path Capital, (ii) 154,336 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 438,129 Shares owned by Hill Path E and (v) 36,871 Shares owned by Hill Path E2. |
Percentage:
Approximately 7.7%
| (b) | 1. Sole power to vote or direct vote: 6,987,962 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,987,962 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Ross has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill Path E2 during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other
Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are,
for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly
own.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On May 1, 2017, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them
of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The
Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, 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.
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