Page 10 of 15 SEC Filing The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 19 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose, except to the extent that any such Reporting
Persons actually exercises voting or dispositive power with respect to such securities.
Julian C. Baker and Felix J. Baker are also the
sole managers of FBB2 and FBB3 and as such may be deemed to be beneficial owners of shares of Common Stock held by FBB2 and FBB3
and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those shares.
Felix J. Baker is a Director of the Issuer. In
connection with his service on the Issuer’s Board, Felix J. Baker holds options to purchase Common Stock of the Issuer (“Stock
Options”), Common Stock and restricted stock units payable solely in Common Stock of the Issuer (“Restricted Stock”)
as disclosed in previous amendments to this Schedule 13D.
Felix J. Baker serves on the Issuer’s Board as a representative
of the Funds. The policy of the Funds and the Adviser does not permit employees of the Adviser to receive compensation for serving
as a Director of the Issuer. Therefore, Felix J. Baker has no pecuniary interest in the Stock Options, Common Stock or Restricted
Stock. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common Stock and Restricted Stock.
The Adviser has voting and investment power over the Stock Options,
Common Stock underlying such Stock Options, Restricted Stock and Common Stock held by Felix Baker. The Adviser GP, and Felix J.
Baker and Julian C. Baker as principals of the Adviser GP, may be deemed to have the power to vote or direct the vote of and the
power to dispose or direct the disposition of the Stock Options, Common Stock underlying such Stock Options, Restricted Stock and
Common Stock of the Issuer held by Felix J. Baker.
(c) The information set forth in Item 4 is hereby incorporated by
reference into this Item 5. The following transactions in the Issuer’s Common Stock were effected by the Funds noted below
during the fifteen days preceding the filing of this statement using working capital of the applicable purchasing Fund. All purchase
transactions were effected in the open market directly with a broker-dealer. Except as disclosed herein or in any previous amendments
to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the
Issuer during the past 60 days.
Page 10 of 15 Pages
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The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 19 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose, except to the extent that any such Reporting
Persons actually exercises voting or dispositive power with respect to such securities.
Julian C. Baker and Felix J. Baker are also the
sole managers of FBB2 and FBB3 and as such may be deemed to be beneficial owners of shares of Common Stock held by FBB2 and FBB3
and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those shares.
Felix J. Baker is a Director of the Issuer. In
connection with his service on the Issuer’s Board, Felix J. Baker holds options to purchase Common Stock of the Issuer (“Stock
Options”), Common Stock and restricted stock units payable solely in Common Stock of the Issuer (“Restricted Stock”)
as disclosed in previous amendments to this Schedule 13D.
Felix J. Baker serves on the Issuer’s Board as a representative
of the Funds. The policy of the Funds and the Adviser does not permit employees of the Adviser to receive compensation for serving
as a Director of the Issuer. Therefore, Felix J. Baker has no pecuniary interest in the Stock Options, Common Stock or Restricted
Stock. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common Stock and Restricted Stock.
The Adviser has voting and investment power over the Stock Options,
Common Stock underlying such Stock Options, Restricted Stock and Common Stock held by Felix Baker. The Adviser GP, and Felix J.
Baker and Julian C. Baker as principals of the Adviser GP, may be deemed to have the power to vote or direct the vote of and the
power to dispose or direct the disposition of the Stock Options, Common Stock underlying such Stock Options, Restricted Stock and
Common Stock of the Issuer held by Felix J. Baker.
(c) The information set forth in Item 4 is hereby incorporated by
reference into this Item 5. The following transactions in the Issuer’s Common Stock were effected by the Funds noted below
during the fifteen days preceding the filing of this statement using working capital of the applicable purchasing Fund. All purchase
transactions were effected in the open market directly with a broker-dealer. Except as disclosed herein or in any previous amendments
to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the
Issuer during the past 60 days.
Page 10 of 15 Pages
