Page 8 of 11 – SEC Filing
transaction and prevailing market conditions. The Trusts may acquire beneficial ownership of additional shares of Common Stock from time to time in connection with any future gifts by Mr. Kaplan.
Each Reporting Person also may, at any time, subject to compliance with applicable securities laws, dispose of some or all of its/his Common Stock depending on various factors, including, but not limited to, the price of the shares of Common Stock, the terms and conditions of the transaction and prevailing market conditions, as well as liquidity and diversification objectives. In addition, Mr. Kaplan may make gifts (which may include gifts to the Trusts and charities) of Common Stock from time to time.
The Reporting Persons intend to participate in and influence the affairs of the Issuer through the exercise of their voting rights with respect to their shares of Common Stock. In addition, Mr. Kaplan is the President and Chief Executive Officer of the Issuer and, as a result, in the ordinary course or otherwise, may take actions to influence the management, business, and affairs of the Issuer.
None of the Reporting Persons, as stockholders of the Company, has any plans or proposals other than as described herein that relate to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its/his position and/or its/his purpose and/or formulate plans or proposals with respect thereto. Notwithstanding the foregoing, Mr. Kaplan, in his positions as the Companys President and Chief Executive Officer, intends to approve such matters and take such actions as he deems to be in the best interests of the Company, which matters and actions could potentially involve items referenced in the first sentence of this paragraph.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Based on 96,786,601 shares of Common Stock outstanding as of March 20, 2017, as reported in the Issuers definitive proxy statement on Schedule 14A, filed with the SEC on April 5, 2017, the 3,893,865 shares of Common Stock beneficially owned by Mr. Kaplan represent approximately 4.02% of the outstanding Common Stock. This total also includes the 504,172 shares of Common Stock beneficially owned by the Trusts of which Mr. Kaplan may be deemed to have beneficial ownership by virtue of the relationship described in Item 2 above.
Except for the shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof, disclosed in this Statement, none of the Reporting Persons owns any Common Stock of the Issuer or has any right to acquire, directly or indirectly, any beneficial ownership of other Common Stock of the Issuer.
Mr. Kaplan has sole power to vote or direct the vote of, and to dispose or direct the disposition of, all of the securities beneficially owned by him. Mr. Kaplans wife, Karen Kaplan, is trustee of the Trusts and has shared power to vote or direct the vote of, and to dispose or direct the disposition of, all of the securities held by the Trusts. Pursuant to the terms of the Trusts organizational documents, actions with respect to the Common Stock held by the Trusts, including the exercise of voting rights and any action to sell, option, exchange or otherwise dispose of the shares, require the approval of Mrs. Kaplan.
(c) Except as set forth below, none of the Reporting Persons has made any purchase, sale or any other transaction in the Common Stock during the 60 days preceding the filing of this Statement.
On March 7, 2017, Mr. Kaplan was granted 54,066 restricted stock units (the RSUs), each representing a contingent right to receive on share of Common Stock. The RSUs vest in their entirety on March 7, 2020. On March 13, 2017, 5,854 restricted stock units were withheld for taxes upon vesting of restricted stock units awarded March 12, 2014.
(d) As to each Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of any of the shares referred to in Item 5(a) above.
(e) Not applicable.
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