Page 9 of 14 – SEC Filing
Item 3. Source and Amount of Funds or Other Consideration
All shares of Common Stock owned by the Reporting Persons were purchased with working capital and on margin. The Reporting Persons margin transactions are with Wells Fargo Securities LLC and UBS Securities LLC, on each such firms usual terms and conditions. All or part of the shares of Common Stock directly owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such loans bear interest at a rate based upon the brokers call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker dealers.
Item 4. Purpose of Transaction
On August 17, 2017, TCP entered into a Sales Plan (the 10b5-1 Plan) with Cantor Fitzgerald & Co. (Cantor) that is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Act. Pursuant to the 10b5-1 Plan, TCP directed Cantor to seek to dispose of up to 75,000 shares of Common Stock held by TCP between September 18, 2017 and May 4, 2018. Transactions under the 10b5-1 Plan were subject to certain price restrictions and TCP could terminate the 10b5-1 Plan at any time. See Item 6.C. below.
In the last 60 days, in the transactions described in the table below, Cantor sold a total of 75,000 shares of Common Stock on TCPs behalf pursuant to the 10b5-1 Plan.
| Transaction |
| Number of |
| Weighted Average |
| Low |
| High |
| |||
| 9/27/2017 |
| 19,700 |
| $ | 82.92 |
| $ | 82.50 |
| $ | 83.48 |
|
| 9/27/2017 |
| 300 |
| $ | 83.50 |
| $ | 83.50 |
| $ | 83.50 |
|
| 9/27/2017 |
| 3,742 |
| $ | 84.50 |
| $ | 84.50 |
| $ | 84.53 |
|
| 9/28/2017 |
| 200 |
| $ | 85.04 |
| $ | 85.03 |
| $ | 85.05 |
|
| 10/2/2017 |
| 10,000 |
| $ | 84.76 |
| $ | 84.50 |
| $ | 85.05 |
|
| 10/2/2017 |
| 6,058 |
| $ | 85.51 |
| $ | 85.50 |
| $ | 85.58 |
|
| 10/3/2017 |
| 10,000 |
| $ | 86.76 |
| $ | 86.50 |
| $ | 87.05 |
|
| 10/26/2017 |
| 6,000 |
| $ | 87.76 |
| $ | 87.15 |
| $ | 88.10 |
|
| 10/26/2017 |
| 4,000 |
| $ | 88.54 |
| $ | 88.25 |
| $ | 88.80 |
|
| 10/26/2017 |
| 10,100 |
| $ | 90.30 |
| $ | 90.00 |
| $ | 90.88 |
|
| 10/26/2017 |
| 4,900 |
| $ | 91.03 |
| $ | 91.00 |
| $ | 91.33 |
|
As of October 26, 2017, Cantor had sold on TCPs behalf the maximum number of shares of Common Stock to be sold pursuant to the 10b5-1 Plan.
As discussed in this Schedule 13D, as of October 30, 2017, the Reporting Persons own approximately 4.9% of the Companys outstanding Common Stock and can influence certain of the Companys affairs, including (i) the election of directors who in term appoint management, (ii) any other action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Companys corporate charter and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also influence certain decisions affecting the Companys capital structure.
The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TA and/or TCP 2, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons or otherwise.
Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests.
Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or
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