Page 12 of 20 SEC Filing
FSAM’s election to settle the Warrant by delivery of shares of its Class A Common Stock is subject to (i) approval by FSAM’s board of directors, including a majority of the independent directors thereof if approval by such majority thereof is required by applicable law, or the rules of the NASDAQ Stock Market, or if FSAM’s board of directors, after taking into account the advice of outside counsel, reasonably believes that such approval by a majority of the independent directors is reasonably necessary in the discharge of its fiduciary duties and (ii) any approval of FSAM’s stockholders that is required pursuant to the rules of the NASDAQ Stock Market.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 150,262,924 Shares outstanding, as of February 8, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 9, 2016.
| A. | RNCP |
| | (a) | As of the close of business on February 22, 2016, RNCP beneficially owned 4,389,409 Shares. |
Percentage: Approximately 2.9%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 4,389,409 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 4,389,409 |
| | (c) | The transactions in the Shares by RNCP during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference. |
| B. | RNIP |
| | (a) | As of the close of business on February 22, 2016, RNIP beneficially owned 4,498,887 Shares. |
Percentage: Approximately 3.0%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 4,498,887 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 4,498,887 |
| | (c) | The transactions in the Shares by RNIP during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference. |
| C. | RNCO |
| | (a) | As of the close of business on February 22, 2016, RNCO beneficially owned 0 Shares. |
Percentage: 1%2
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