Pico Holdings Inc (PICO): Central Square Management Lowers Its Stake

Page 10 of 12 – SEC Filing

E.	Central Square Management

(a)

Central Square Management, as the investment manager of each of Central Square Capital and Central Square Master and as an advisor to the Managed Account, may be deemed the beneficial owner of the (i) 920,329 Shares owned by Central Square Capital, (ii) 241,703 Shares owned by Central Square Master and (iii) 348 Shares held in the Managed Account.

Percentage: Approximately 5.0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,162,380

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

4. Shared power to dispose or direct the disposition: 1,162,380

(c)

Central Square Management has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Central Square Capital and Central Square Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

F.	Mr. Cardwell

(a)

Mr. Cardwell, as the managing member of each of Central Square GP, Central Square GP II and Central Square Management, may be deemed the beneficial owner of the (i) 920,329 Shares owned by Central Square Capital, (ii) 241,703 Shares owned by Central Square Master and (iii) 348 Shares held in the Managed Account.

Percentage: Approximately 5.0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,162,380

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

4. Shared power to dispose or direct the disposition: 1,162,380

(c)

Mr. Cardwell has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Central Square Capital and Central Square Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.