Page 16 of 30 – SEC Filing
certain exceptions (including the permitted transfer of the Shares). The Shaich Holders have the power to vote in the aggregate approximately 15.5% of the voting power of the Shares issued and
outstanding, represented by 49,759 shares of Class A Common Stock, 1,311,690 shares of Class B Common Stock, and 25,765 shares of Class A Common Stock restricted stock awards (the Subject Shares).
The Voting Agreement, and all the rights and obligations of the parties thereunder, may be terminated upon the earliest to occur of
(i) the termination of the Merger Agreement, (ii) the Effective Time, (iii) such time as any amendment to the Merger Agreement is effected without the Shaich Holders consent that decreases the amount or changes the form or
timing of the Merger Consideration or that materially and adversely affects the Shaich Holders, or (iv) by mutual written consent.
The foregoing descriptions of the Merger Agreement and the Voting Agreement do not purport to be complete and are qualified in their entirety
by reference to such agreements. The Merger Agreement and Voting Agreement are referenced herein as Exhibits 2 and 3 and are incorporated by reference into this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Voting Agreement, the Reporting Persons may be deemed, for purposes of Rule 13d-3
under the Exchange Act to share with the Shaich Holders the power to vote or to have the power to direct the voting or disposition of the Subject Shares, and thus, for the purpose of said Rule 13d-3, the
Reporting Persons may be deemed to be the beneficial owners of an aggregate of 1,387,214 Shares, which constitutes approximately 6.10% of the Shares, and 15.5% of the voting power of the Shares issued and outstanding. Except as set forth in this
Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto beneficially owns any Shares. Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by the Reporting Persons that it is the beneficial owner of any Shares.
See the foregoing descriptions
of the Merger Agreement and Voting Agreement set forth in Item 4, which are incorporated herein by reference. The Merger Agreement and Voting Agreement are referenced herein as Exhibits 2 and 3 and are incorporated by reference into this Item 5.
(b) Except to the extent that it may be deemed to by virtue of the Voting Agreement, none of the Reporting Persons, and to the best
knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, have sole power to vote or direct the vote, shared power to vote or to direct the vote, or sole or shared power to dispose or to direct the disposition of any of the
Shares.
The Reporting Persons may be deemed in certain circumstances to have the shared power with the Shaich Holders to vote or to have
the power to direct the voting or disposition of the 1,387,214 Subject Shares. However, the Reporting Persons are not entitled to any rights as a stockholder of PNRA as to the Subject Shares, except as otherwise expressly provided in the Voting
Agreement.
The Reporting Persons hereby disclaim that they constitute a group (within the meaning of Section 13(d)(3) of the
Exchange Act) with the Shaich Holders and hereby disclaim beneficial ownership of any Shares beneficially owned by the Shaich Holders or any of their affiliates including, without limitation, the Subject Shares.
(c) Except for the Merger Agreement and the Voting Agreement described above, none of the Reporting Persons, and to the best knowledge of the
Reporting Persons, none of the persons named in Schedule A hereto, has effected any transactions in the Shares during the past 60 days.
(d) Except for the Merger Agreement and the Voting Agreement described above, none of the Reporting Persons, and to the best knowledge of the
Reporting Persons, none of the persons named in Schedule A hereto or any other person (except for the Shaich Holders), and no other person (except for the Shaich Holders), has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities of PNRA reported herein.
(e) Not applicable.
