Page 8 of 12 – SEC Filing Reporting Persons by greater than 1% of the outstanding Class B Common Stock of the Issuer. Ms. McMahon continues to hold the remaining shares of the Issuer for investment purposes only. Ms. McMahon may purchase additional shares of Class A or Class B Common Stock or similar securities from time to time, either in brokerage transactions in the over-the-counter market or in privately-negotiated transactions. Any decision to increase her holdings of Class A or Class B Common Stock will depend on various factors, including, but not limited to, the price of the shares of Class A Common Stock, the terms and conditions of the transaction and prevailing market conditions. The GRAT may acquire beneficial ownership of additional shares of Class B Common Stock from time to time in connection with any future gifts by Mr. McMahon. Ms. McMahon also may, at any time, subject to compliance with applicable securities laws, dispose of some or all of her Class B Common Stock depending on various factors, including, but not limited to, the price of the shares of the Class A and/or Class B Common Stock, the terms and conditions of the transaction and prevailing market conditions, as well as liquidity, family planning and diversification objectives. Ms. McMahon has no current plans to sell any of her shares of the Issuer’s Class A or Class B Common Stock. Ms. McMahon intends to participate in and influence the affairs of the Issuer through the exercise of her voting rights with respect to her shares of Class A and Class B Common Stock. Neither of the Reporting Persons, as stockholders of the Company, has any plan or proposal other than as described herein that relates to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time and from time to time, review or reconsider her or its position and/or change her or its purpose and/or formulate plans or proposals with respect thereto. Item 5. Interest in Securities of the Issuer. (a)(i) According to information provided by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 28, 2016, as of July 27, 2016 there were 36,901,356 shares of Class A Common Stock issued and outstanding, and 39,496,810 shares of Class B Common Stock issued and outstanding. Ms. McMahon may be deemed the beneficial owner for purposes of Section 13(d) of the Exchange Act of (i) 566,670 shares of Class B Common Stock, which may be converted at any time on a one-for-one basis into 566,670 shares of Class A Common Stock and (ii) 100 shares of Class A Common Stock. The 566,670 shares of Class B Common Stock represent approximately 0.7% of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of July 27, 2016 and 1.4%
Reporting Persons by greater than 1% of the outstanding Class B Common Stock of the Issuer. Ms. McMahon continues to hold the remaining shares of the Issuer for investment purposes only. Ms. McMahon may purchase additional shares of Class A or Class B Common Stock or similar securities from time to time, either in brokerage transactions in the over-the-counter market or in privately-negotiated transactions. Any decision to increase her holdings of Class A or Class B Common Stock will depend on various factors, including, but not limited to, the price of the shares of Class A Common Stock, the terms and conditions of the transaction and prevailing market conditions. The GRAT may acquire beneficial ownership of additional shares of Class B Common Stock from time to time in connection with any future gifts by Mr. McMahon.
Ms. McMahon also may, at any time, subject to compliance with applicable securities laws, dispose of some or all of her Class B Common Stock depending on various factors, including, but not limited to, the price of the shares of the Class A and/or Class B Common Stock, the terms and conditions of the transaction and prevailing market conditions, as well as liquidity, family planning and diversification objectives. Ms. McMahon has no current plans to sell any of her shares of the Issuer’s Class A or Class B Common Stock.
Ms. McMahon intends to participate in and influence the affairs of the Issuer through the exercise of her voting rights with respect to her shares of Class A and Class B Common Stock.
Neither of the Reporting Persons, as stockholders of the Company, has any plan or proposal other than as described herein that relates to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time and from time to time, review or reconsider her or its position and/or change her or its purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
(a)(i) According to information provided by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 28, 2016, as of July 27, 2016 there were 36,901,356 shares of Class A Common Stock issued and outstanding, and 39,496,810 shares of Class B Common Stock issued and outstanding. Ms. McMahon may be deemed the beneficial owner for purposes of Section 13(d) of the Exchange Act of (i) 566,670 shares of Class B Common Stock, which may be converted at any time on a one-for-one basis into 566,670 shares of Class A Common Stock and (ii) 100 shares of Class A Common Stock. The 566,670 shares of Class B Common Stock represent approximately 0.7% of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of July 27, 2016 and 1.4%
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