Page 16 of 22 – SEC Filing
| CUSIP No. 725848 10 5 |
13D
| Page 16 of 18 pages |
As of the date of this
Amendment No. 29, (a) HSIC directly beneficially owned 170,817 shares of the Common Stock representing approximately 1.6% of the
issued and outstanding Common Stock and consisting of 124,117 outstanding shares and Convertible Notes convertible into 46,700
shares, (b) HIC directly beneficially owned 170,817 shares of the Common Stock representing approximately 1.6% of the issued and
outstanding Common Stock and consisting of 124,117 outstanding shares and Convertible Notes convertible into 46,700 shares, and
(c) AHIC directly beneficially owned 1,012,095 shares of the Common Stock consisting of 782,395 outstanding shares and Convertible
Notes convertible into 229,700 shares. AHIC may also be deemed to beneficially own the 170,817 shares of Common Stock directly
beneficially owned by its subsidiary, HSIC. In total, AHIC may be deemed to beneficially own 1,182,912 shares of the Common Stock
representing 10.8% of the issued and outstanding Common Stock. Hallmark, as the ultimate parent of AHIC, HIC and HSIC, may be deemed
to beneficially own the 1,353,729 shares of Common Stock directly beneficially by AHIC, HIC and HSIC in the aggregate, representing
approximately 12.3% of the issued and outstanding Common Stock. Hallmark, AHIC, HIC and HSIC disclaim beneficial ownership of any
shares of the Common Stock beneficially owned by any other Reporting Person.
As of the date of this
Amendment No. 29, Clinton J. Coleman directly beneficially owned 360,084 shares of the Common Stock consisting of 106,678 outstanding
shares, Convertible Notes convertible into 40,150 shares and 213,256 shares underlying currently exercisable stock options and
representing, in the aggregate, approximately 3.3% of the issued and outstanding Common Stock. Mr. Coleman disclaims beneficial
ownership of any shares of the Common Stock beneficially owned by any other Reporting Person.
(b) By
virtue of his position with NP, NCM, NCG, NCMS and the Schwarz Trust, Mark E. Schwarz has the sole power to vote and dispose of
all shares of Common Stock beneficially owned by NP. Mr. Schwarz also has the sole power to vote and dispose of the
shares of Common Stock he directly beneficially owns. Mr. Coleman has the sole power to vote and dispose of the shares
of Common Stock he directly beneficially owns. Each of AHIC, HIC and HSIC has the sole power to vote and dispose of
the shares of Common Stock that it directly beneficially owns.
(c) On
March 3, 2017, each of HIC, HSIC, Mark E. Schwarz and Clinton J. Coleman purchased at par the Convertible Notes ascribed to them
herein in connection with a shareholder rights offering by the Company. On March 3, 2017, NP and AHIC also purchased at par Convertible
Notes convertible into 652,200 shares and 295,000 shares, respectively, of the Common Stock in connection with the shareholder
rights offering. On March 16, 2017, NP and AHIC sold at par Convertible Notes convertible into 109,700 shares and 65,300 shares,
respectively, of the Common Stock.
