Page 5 of 7 – SEC Filing
| Item 4. | Purpose of Transaction. |
The Reporting Persons acquired
the Shares in connection with the Merger defined and described in Item 3 above. Depending upon overall market conditions, other
investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase
or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among
other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such
times as the Reporting Persons may deem advisable.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning
changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer,
purchasing additional Shares, selling some or all of their Shares, entering into financial instruments or other agreements that
increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer,
engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative
instruments, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 61,290,846 Shares outstanding, as of September
29, 2017, which is the total number of Shares outstanding as reported in exhibits to the Issuer’s Current Report on Form
8-K filed with the Securities and Exchange Commission on October 2, 2017.
As of the date hereof,
(i) 5,434,102 Shares were held in the Account, (ii) 646,248 Shares were held in the irrevocable family trust, and (iii)
46,087 Shares, which include 13,446 Shares underlying stock options exercisable within sixty days hereof, were beneficially owned
directly by Mr. Semler.
TCS Management, in
its capacity as investment manager to the Account, may be deemed to beneficially own the 5,434,102 Shares held in the Account, representing approximately 8.9% of the issued and outstanding Shares. Eric Semler, as the managing member of TCS Management,
may be deemed to beneficially own the 5,434,102 Shares held in the Account and may also be deemed to beneficially own,
as the spouse of the trustee of an irrevocable family trust, 646,248 Shares held in the irrevocable family trust. In addition,
Mr. Semler may be deemed to beneficially own 46,087 Shares, which include 13,446 Shares underlying stock options exercisable within
sixty days hereof, that were granted to Mr. Semler by Angie’s List in his capacity as a former director of Angie’s
List. Mr. Semler’s aggregate beneficial ownership of Shares represents approximately 9.996% of the issued and outstanding
Shares. Mr. Semler disclaims beneficial ownership of the Shares held in the family trust.
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