13D Filing: Legion Partners Asset Management, LLC and Genesco Inc (GCO)

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(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,033,534
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,033,534
(c) Legion Partners Asset Management has not entered into any transactions in the Shares since the
filing of the Schedule 13D. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners
Special VIII since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
F. Legion Partners Holdings
(a) Legion Partners Holdings, as the sole member of Legion Partners Asset Management and sole member
of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 732,087 Shares owned by Legion Partners I, (ii) 33,020 Shares
owned by Legion Partners II, and (iii) 268,427 Shares owned by Legion Partners Special VIII.

Percentage: Approximately
5.19%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,033,534
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,033,534
(c) Legion Partners Holdings has not entered into any transactions in the Shares since the filing of
the Schedule 13D. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special VIII
since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
G. Messrs. Kiper and White
(a) Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and
a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 732,087 Shares owned by Legion Partners
I, (ii) 33,020 Shares owned by Legion Partners II, and (iii) 268,427 Shares owned by Legion Partners Special VIII.

Percentage: Approximately
5.19%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,033,534
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,033,534
(c)

None
of Messrs. Kiper or White have entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions
in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special VIII since the filing of the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.

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