Page 10 of 12 – SEC Filing (d) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, incorporated herein by reference, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, incorporated herein by reference, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Messrs. Charney, Wilber and Smith and Mrs. Payne are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein, and is incorporated herein by reference. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On July 28, 2016, Foundation LP (together with its affiliates, “Foundation”) filed with the Securities and Exchange Commission a Preliminary Solicitation Statement in furtherance of seeking stockholder support to demand that the Issuer call a special meeting of the Issuer’s stockholders (the “Special Meeting”). Under the Issuer’s Restated Certificate of Incorporation, a special meeting of the Issuer’s stockholders shall be called by the Issuer at the written request of stockholders owning 25% or more of the issued and outstanding capital stock of the Issuer entitled to vote. If a sufficient number of stockholders support Foundation’s efforts to call the Special Meeting, Foundation intends to solicit stockholder support in favor of proposals seeking to remove Malcolm S. Morris and Stewart Morris, Jr. as directors of the Issuer and electing Mr. Smith and Mrs. Payne as directors of the Issuer (the “Proposals”). Item 5. Interest in Securities of the Issuer.
Items 5(a) – (c) are hereby amended and restated to read as follows: (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 23,351,822 Shares outstanding as of April 27, 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 April 29, 2016. As of July 28, 2016, the Offshore Master Fund directly owned 1,310,850 Shares, constituting approximately 5.6% of the Shares outstanding. Foundation LP, as the investment manager of the Offshore Master Fund, may be deemed to be the beneficial owner of the 1,310,850 Shares owned by the Offshore Master Fund, constituting approximately 5.6% of the Shares outstanding. Foundation GP, as the general partner of Foundation LP, may be deemed to be the beneficial owner of the 1,310,850 Shares owned by the Offshore Master Fund, constituting approximately 5.6% of the Shares outstanding. Each of Messrs. Charney and Wilber, as the managing members of Foundation GP and Foundation LP, may be deemed to be the beneficial owners of the 1,310,850 Shares owned by the Offshore Master Fund, constituting approximately 5.6% of the Shares outstanding. As of July 28, 2016, Mr. Wilber directly owned 1,000 Shares, representing less than 1% of the Shares outstanding. Follow Stewart Information Services Corp (NYSE:STC)
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(d) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, incorporated herein by reference, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, incorporated herein by reference, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Messrs. Charney, Wilber and Smith and Mrs. Payne are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein, and is incorporated herein by reference.
| Item 4. | Purpose of Transaction. |
| | Item 4 is hereby amended to add the following: |
On July 28, 2016, Foundation LP (together with its affiliates, “Foundation”) filed with the Securities and Exchange Commission a Preliminary Solicitation Statement in furtherance of seeking stockholder support to demand that the Issuer call a special meeting of the Issuer’s stockholders (the “Special Meeting”). Under the Issuer’s Restated Certificate of Incorporation, a special meeting of the Issuer’s stockholders shall be called by the Issuer at the written request of stockholders owning 25% or more of the issued and outstanding capital stock of the Issuer entitled to vote. If a sufficient number of stockholders support Foundation’s efforts to call the Special Meeting, Foundation intends to solicit stockholder support in favor of proposals seeking to remove Malcolm S. Morris and Stewart Morris, Jr. as directors of the Issuer and electing Mr. Smith and Mrs. Payne as directors of the Issuer (the “Proposals”).
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 23,351,822 Shares outstanding as of April 27, 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 April 29, 2016.
As of July 28, 2016, the Offshore Master Fund directly owned 1,310,850 Shares, constituting approximately 5.6% of the Shares outstanding. Foundation LP, as the investment manager of the Offshore Master Fund, may be deemed to be the beneficial owner of the 1,310,850 Shares owned by the Offshore Master Fund, constituting approximately 5.6% of the Shares outstanding. Foundation GP, as the general partner of Foundation LP, may be deemed to be the beneficial owner of the 1,310,850 Shares owned by the Offshore Master Fund, constituting approximately 5.6% of the Shares outstanding. Each of Messrs. Charney and Wilber, as the managing members of Foundation GP and Foundation LP, may be deemed to be the beneficial owners of the 1,310,850 Shares owned by the Offshore Master Fund, constituting approximately 5.6% of the Shares outstanding. As of July 28, 2016, Mr. Wilber directly owned 1,000 Shares, representing less than 1% of the Shares outstanding.
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