Central Square Management Enters into Settlement Agreement with PICO Holdings Inc (PICO)

Page 9 of 13 – SEC Filing

Central Square also agreed to certain customary standstill provisions restricting, limiting and/or prohibiting it from taking certain actions with respect to the Company and its Shares, effective as of the date of the Settlement Agreement through the earlier of (i) ten (10) calendar days prior to the expiration of the advance notice period for the submission by shareholders of director nominations to be considered at the 2018 Annual Meeting as set forth in the Issuer’s Bylaws or (ii) one hundred (100) calendar days prior to the first anniversary of the 2017 Annual Meeting (the “Standstill Period”).

Item 5.

Interest in Securities of the Issuer.

 

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 23,037,587 Shares outstanding, as of March 11, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2016.

 

A.	Central Square Capital

(a)

As of the close of business on March 18, 2016, Central Square Capital directly owned 972,642 Shares.

Percentage: Approximately 4.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 972,642

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 972,642

(c)

The transactions in the Shares by Central Square Capital since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.	Central Square Master

(a)

As of the close of business on March 18, 2016, Central Square Master directly owned 434,856 Shares.

Percentage: Approximately 1.9%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 434,856

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 434,856

(c)

Central Square Master has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.

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