Page 12 of 20 – SEC Filing (d) During the last five years, no Reporting Person, nor any person listed on Appendix A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, no Reporting Person, nor any person listed on Appendix A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Except as set forth on Appendix A, Levin and each person listed on Appendix A is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares purchased by LCS were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 7,317,390 Shares owned directly by LCS is approximately $53,134,209, including brokerage commissions. The Shares purchased by Trilogy were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 51,068 Shares owned directly by Trilogy is approximately $398,681, including brokerage commissions. The Shares purchased by Levcap were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 22,453 Shares owned directly by Levcap is approximately $166,727, including brokerage commissions. The Shares purchased by Safinia were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 9,252 Shares owned directly by Safinia is approximately $72,537, including brokerage commissions. To the best of the Reporting Persons’ knowledge, none of the persons listed on Appendix A beneficially owns any securities of the Issuer. ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons remain passive investors in the Issuer and are filing the Schedule 13D as a result of acquiring over 20% of the outstanding Shares of the Issuer. The Reporting Persons have not acquired the Shares with a purpose or effect of changing or influencing control of the Issuer and no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons may acquire or dispose of Shares in the future. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate percentage of Shares reported owned by each person named herein is based upon 29,036,525 Shares outstanding as of July 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016.
(d) During the last five years, no Reporting Person, nor any person listed on Appendix A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person, nor any person listed on Appendix A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Except as set forth on Appendix A, Levin and each person listed on Appendix A is a citizen of the United States of America.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The Shares purchased by LCS were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 7,317,390 Shares owned directly by LCS is approximately $53,134,209, including brokerage commissions.
The Shares purchased by Trilogy were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 51,068 Shares owned directly by Trilogy is approximately $398,681, including brokerage commissions.
The Shares purchased by Levcap were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 22,453 Shares owned directly by Levcap is approximately $166,727, including brokerage commissions.
The Shares purchased by Safinia were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 9,252 Shares owned directly by Safinia is approximately $72,537, including brokerage commissions.
To the best of the Reporting Persons’ knowledge, none of the persons listed on Appendix A beneficially owns any securities of the Issuer.
| ITEM 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons remain passive investors in the Issuer and are filing the Schedule 13D as a result of acquiring over 20% of the outstanding Shares of the Issuer. The Reporting Persons have not acquired the Shares with a purpose or effect of changing or influencing control of the Issuer and no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons may acquire or dispose of Shares in the future.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 29,036,525 Shares outstanding as of July 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016.
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