Page 17 of 21 – SEC Filing
10. AVI
(a) Amount beneficially owned: 10,098*
(b) Percent of class: Less than 1%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 10,098*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 10,098*
11. MAGP
(a) Amount beneficially owned: 10,098*
(b) Percent of class: Less than 1%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 10,098*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 10,098*
*Sierra owns directly 707,845 shares
of Common Stock. Pursuant to investment management agreements, HCM and MAIM maintain investment and voting power with respect to
the securities held by Sierra. However, despite the delegation of investment and voting power to HCM and MAIM, HCP and MGP may
be deemed to be the beneficial owners of such securities under Rule 13d-3 of the Act because HCP and MGP have the right to acquire
investment and voting power through termination of investment management agreements with HCM and MAIM. HCPF owns directly 10,100
shares of Common Stock, including 100 shares that are held in record name. Pursuant to investment management agreements, HCM maintains
investment and voting power with respect to the securities held by HCPF. However, despite the delegation of investment and voting
power to HCM, HCP may be deemed to be the beneficial owner of such securities under Rule 13d-3 of the Act because HCP has the right
to acquire investment and voting power through termination of investment management agreements with HCM. AVI owns directly 10,098
shares of Common Stock. Pursuant to investment management agreements, MAIM maintains investment and voting power with respect to
the securities held by AVI. However, despite the delegation of investment and voting power to MAIM, MAGP may be
deemed to be the beneficial owner of such securities under Rule 13d-3 of the Act because MAGP has the right to acquire investment
and voting power through termination of investment management agreements with MAIM. HCM and MAIM also act as investment advisers
to certain jointly managed accounts. Under investment management agreements with these jointly managed account clients, HCM and
MAIM have investment and voting power with respect to 304,722 shares of Common Stock held in the client managed accounts. HCP and
MGP are the general partners for Sierra. MAGP is the general partner of AVI. HCP is the general partner of HCPF. Mr. Manko
is the managing member of HCM and HCP. MP is the parent company of MGP, MAIM and MAGP. Mr. Wallis is the managing member of MP,
MGP, MAGP, and MAIM. By reason of the provisions of Rule 13d-3 of the Act, (i) each of MP, Mr. Wallis and MAIM may be deemed to
beneficially own 1,022,665 shares of Common Stock held by AVI, Sierra and the managed
accounts, (ii) each of HCM and Mr. Manko may be deemed to beneficially own 1,022,667 shares
of Common Stock held by HCP, Sierra and the managed accounts, (iii) HCP may be deemed to beneficially own 717,945
shares of Common Stock held by HCPF and Sierra, (iv) MGP may be deemed to beneficially own 707,845 shares of Common Stock
held by Sierra, and (v) MAGP may be deemed to beneficially own 10,098 shares of Common
Stock held by AVI. The Reporting Persons collectively own an aggregate of 1,032,765 shares of Common Stock, constituting approximately
5.1% of the outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of any of the securities
covered by this Schedule 13D except to the extent of his or its pecuniary interest therein.
| 17 |
