Page 8 of 10 – SEC Filing Page 8 of 10 Pages
(c) Item 5(c) is amended and restated as follows: On May 13, 2016, 1011 Foundation donated 50,000 shares of Common Stock to charity. On June 1, 2016, 34,350 restricted stock units held by 10122B Trust vested. As allowed under the terms of RAK’s restricted share unit agreement, on June 1, 2016, the Issuer withheld 17,924 of the shares of Common Stock otherwise deliverable to 10122B Trust in order to satisfy the resulting tax withholding obligation. On June 1, 2016, 17,685 restricted stock units held by 2012 Kelly Trust vested. As allowed under the terms of BGK’s restricted share unit agreement, on June 1, 2016, the Issuer withheld 9,872 of the shares of Common Stock otherwise deliverable to 2012 Kelly Trust in order to satisfy the resulting tax withholding obligation. Except as described in this Schedule 13D, to the knowledge of any of the Reporting Persons, no other transactions in the Common Stock were effected by the Reporting Person or any of the entities or persons named in Item 2 hereto since the most recent Schedule 13D. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: As further described in Item 4, on June 2, 2016, ASAC entered into the Repayment Agreements. As further described in Item 4, ASAC entered into a Second Amended LPA to provide for the distribution of Shares to the limited partners on June 8, 2016 (the “Distribution”). Following such Distribution, each limited partner will receive post-distribution common interests entitling such limited partner to a pro rata share of cash remaining in ASAC, subject to certain adjustments, and ASAC GP will receive special interests entitling it to the Shares allocated to ASAC GP in the Distribution and any property (including cash) received by ASAC as a dividend or distribution on or in exchange for the Shares allocated to ASAC GP. Following the Distribution, ASAC GP may authorize cash distributions to the limited partners and distributions of cash and Shares to ASAC GP, at its sole discretion. ASAC will also be permitted, at ASAC GP’s discretion, to acquire, hold, pledge, sell, transfer or otherwise dispose of the Shares remaining in ASAC. ASAC GP will continue to control the exercise of voting rights with respect to the Shares. The description of the Second LPA and the amendments to the loan agreements in Item 4 are hereby incorporated by reference. The foregoing description of the LPA and the amendments to the loan agreements are qualified in their entirety by reference to the full text of the Second LPA and loan agreements incorporated as Exhibits H, I and J hereto. ITEM 7. Material to be Filed as Exhibits. Item 7 is hereby amended to insert the following exhibits: Exhibit H – Second Amended and Restated Limited Partnership of ASAC II LP
Exhibit I – Partial Loan Repayment and Collateral Release Agreement, among ASAC II LP and JPMorgan Chase Bank, N.A., London Branch
Exhibit J – Partial Loan Repayment and Collateral Release Agreement, among ASAC II LP, Bank of America, N.A., London Branch and the other parties thereto
| Page 8 of 10 Pages |
(c) Item 5(c) is amended and restated as follows:
On May 13, 2016, 1011 Foundation donated 50,000 shares of Common Stock to charity.
On June 1, 2016, 34,350 restricted stock units held by 10122B Trust vested. As allowed under the terms of RAK’s restricted share unit agreement, on June 1, 2016, the Issuer withheld 17,924 of the shares of Common Stock otherwise deliverable to 10122B Trust in order to satisfy the resulting tax withholding obligation.
On June 1, 2016, 17,685 restricted stock units held by 2012 Kelly Trust vested. As allowed under the terms of BGK’s restricted share unit agreement, on June 1, 2016, the Issuer withheld 9,872 of the shares of Common Stock otherwise deliverable to 2012 Kelly Trust in order to satisfy the resulting tax withholding obligation.
Except as described in this Schedule 13D, to the knowledge of any of the Reporting Persons, no other transactions in the Common Stock were effected by the Reporting Person or any of the entities or persons named in Item 2 hereto since the most recent Schedule 13D.
| ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
As further described in Item 4, on June 2, 2016, ASAC entered into the Repayment Agreements.
As further described in Item 4, ASAC entered into a Second Amended LPA to provide for the distribution of Shares to the limited partners on June 8, 2016 (the “Distribution”). Following such Distribution, each limited partner will receive post-distribution common interests entitling such limited partner to a pro rata share of cash remaining in ASAC, subject to certain adjustments, and ASAC GP will receive special interests entitling it to the Shares allocated to ASAC GP in the Distribution and any property (including cash) received by ASAC as a dividend or distribution on or in exchange for the Shares allocated to ASAC GP.
Following the Distribution, ASAC GP may authorize cash distributions to the limited partners and distributions of cash and Shares to ASAC GP, at its sole discretion. ASAC will also be permitted, at ASAC GP’s discretion, to acquire, hold, pledge, sell, transfer or otherwise dispose of the Shares remaining in ASAC. ASAC GP will continue to control the exercise of voting rights with respect to the Shares.
The description of the Second LPA and the amendments to the loan agreements in Item 4 are hereby incorporated by reference. The foregoing description of the LPA and the amendments to the loan agreements are qualified in their entirety by reference to the full text of the Second LPA and loan agreements incorporated as Exhibits H, I and J hereto.
ITEM 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to insert the following exhibits:
| | Exhibit H – | Second Amended and Restated Limited Partnership of ASAC II LP |
| | Exhibit I – | Partial Loan Repayment and Collateral Release Agreement, among ASAC II LP and JPMorgan Chase Bank, N.A., London Branch |
| | Exhibit J – | Partial Loan Repayment and Collateral Release Agreement, among ASAC II LP, Bank of America, N.A., London Branch and the other parties thereto |
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