Page 5 of 9 – SEC Filing
1 NAME OF
REPORTING PERSON
George R. Brokaw
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
6 CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
118,093
8 SHARED VOTING POWER
3,471,287 (1)
9 SOLE DISPOSITIVE POWER
118,093
10 SHARED DISPOSITIVE POWER
3,471,287 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,589,380 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
48.19%
(2)
14 TYPE OF REPORTING PERSON
IN
(1) Of these shares of Common Stock, 20,000 shares are held directly by Mr. Brokaw and 3,180,405 of these
shares of Common Stock may be deemed to be beneficially owned by Mr. Brokaw solely in his capacity as one of two controlling persons of 734 Agriculture, LLC. Mr. Brokaw disclaims beneficial ownership of any shares of Common Stock held by
734 Investors, LLC and 734 Agriculture, LLC except to the extent of his pecuniary interest therein. Mr. Brokaw has entered into an agreement with 734 Investors, LLC to vote 20,000 of his shares, which he acquired at the time that 734 Investors,
LLC acquired its shares of the Issuer, as directed by 734 Investors, LLC. The agreement also restricts Mr. Brokaws ability to sell these 20,000 shares except pro rata with sales by 734 Investors, LLC. The beneficial ownership numbers for
Mr. Brokaw also include 270,882 held in accounts (including third-party accounts) of which Mr. Brokaw may be considered to be the indirect beneficial owner by virtue of his position with TBCM, which manages such accounts. Mr. Brokaw
disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein.
(2) The percentage of shares of Common Stock was determined using a denominator of 7,447,723 shares of Common Stock
outstanding calculated on the basis of 8,199,957 shares of Common Stock outstanding as of August 31, 2018, as per the Issuers Schedule TO, filed September 5, 2018, minus the 752,234 shares of Common Stock accepted for repurchase
pursuant to the tender offer, as disclosed in the Amendment No. 3 to Schedule TO filed by the Issuer on October 9, 2018.
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1 | NAME OF George R. Brokaw | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
6 | CITIZENSHIP OR PLACE OF USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 118,093 | ||||
8 | SHARED VOTING POWER 3,471,287 (1) | |||||
9 | SOLE DISPOSITIVE POWER 118,093 | |||||
10 | SHARED DISPOSITIVE POWER 3,471,287 (1) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,589,380 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 48.19% | |||||
14 | TYPE OF REPORTING PERSON IN |
(1) | Of these shares of Common Stock, 20,000 shares are held directly by Mr. Brokaw and 3,180,405 of these |
(2) | The percentage of shares of Common Stock was determined using a denominator of 7,447,723 shares of Common Stock |