Page 9 of 14 – SEC Filing
| Item 3. | Source and Amount of Funds or Other Consideration |
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| 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. |
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| Item 4. | Purpose of Transaction |
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| On December 15, 2016, TCP entered into a Sales Plan (the Prior 10b5-1 Plan) with Cantor Fitzgerald & Co. (Cantor) that was intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Act. Pursuant to the Prior 10b5-1 Plan, TCP directed Cantor to seek to dispose of up to 75,000 shares of Common Stock held by TCP between January 16, 2017 and August 11, 2017. Transactions under the Prior 10b5-1 Plan were subject to certain price restrictions and TCP could terminate the Prior 10b5-1 Plan at any time. Cantor sold 35,000 shares of Common Stock on TCPs behalf under the Prior 10b5-1 Plan prior to its expiration on August 11, 2017.
On August 17, 2017, TCP entered into a new Sales Plan (the 10b5-1 Plan) with 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 has 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 are subject to certain price restrictions and TCP may terminate the 10b5-1 Plan at any time. See Item 6.D. below.
As discussed in this Schedule 13D, as of August 25, 2017, the Reporting Persons own approximately 5.3% of the Companys outstanding Common Stock and can influence certain of the Companys affairs, including (i) the election of directors who in turn 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 proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Companys business or corporate structure; (g) changes in the Companys charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. |
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