According to a newly-amended 13D filing with the US SEC, Leonard A. Potter’s Wildcat Capital Management LLC, on behalf of Sorrento Therapeutics Inc. (NASDAQ:SRNE) has filed a complaint in which affirms derivative claims for violation of fiduciary duty, unjust enrichment against Dr. Ji and directors William S. Marth, Kim D. Janda, Douglas Ebersole, Jaisim Shah and David H. Deming (collectively, the “Defendants”), and waste of corporate assets. In addition, Wildcat Capital Management LLC, on behalf of the company, asks for rescinding the options and warrants issued by the Issuer’s subsidiaries to Dr. Ji and the Board, enjoin the three private placements that are part of the Transactions that is expected to close imminently, and to be awarded damages resulting from the Defendants’ alleged violations of fiduciary duties. The same day that the complaint was filed, Wild Capital Management LLC also filed a motion for temporary restraining order against the Defendants. Wildcat Capital Management LLC owns 2.8 million shares of Sorrento Therapeutics (NASDAQ:SRNE), which amass 7.0% of the company’s outstanding stock.
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Sorrento Therapeutics (NASDAQ:SRNE) is a biopharmaceutical company that is working on developing medical therapeutics, which can respond to many unmet medical issues such as the treatment of chronic cancer pain. Over the past 12 months, the company stock is down by 53.65%.
Among the investors followed by Insider Monkey, at the end of March, Wildcat Capital Management reported the biggest position in Sorrento Therapeutics (NASDAQ:SRNE), and the second biggest position in this company was disclosed by Bihua Chen’s Cormorant Asset Management, worth around $11.27 million. Remaining investors that are bullish on this stock include Hal Mintz’s Sabby Capital, Israel Englander’s Millennium Management, and Jim Simons’ Renaissance Technologies.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Wildcat Capital Management | 0 | 2,676,193 | 0 | 2,676,193 | 2,676,193 | 6.7% |
Wildcat Liquid Alpha | 0 | 184,000 | 0 | 184,000 | 184,000 | 0.5% |
Infinity Q Capital Management | 0 | 123,597 | 0 | 123,597 | 123,597 | 0.3% |
Infinity Q Management Equity | 0 | 123,597 | 0 | 123,597 | 123,597 | 0.3% |
Infinity Q Diversified Alpha Fund | 0 | 123,597 | 0 | 123,597 | 123,597 | 0.3% |
Bonderman Family Limited Partnership | 0 | 2,799,790 | 0 | 2,799,790 | 2,799,790 | 7.0% |
Leonard A. Potter | 0 | 2,799,790 | 0 | 2,799,790 | 2,799,790 | 7.0% |
James Velissaris | 0 | 123,597 | 0 | 123,597 | 123,597 | 0.3% |
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Page 1 of 14 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 4)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
Sorrento Therapeutics, Inc. |
(Name of Issuer) |
Common Stock, par value $0.0001 per share |
(Title of Class of Securities) |
83587F202 |
(CUSIP Number) |
Leonard President Wildcat 888 New (212) |
(Name, Authorized |
May 13, 2016 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
______________________
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 14 – SEC Filing
CUSIP No. 83587F202 | 13D | Page 2 of 13 Pages |
1 | NAMES OF REPORTING PERSONS Wildcat Capital Management, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS(see instructions) OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 2,676,193 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER 2,676,193 (See Items 3, 4 and 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 2,676,193 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.7% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON OO | |||||
* | The calculation assumes that there are a total of 40,213,733 shares of Common Stock (as defined herein) outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2016. |
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Page 3 of 14 – SEC Filing
CUSIP No. 83587F202 | 13D | Page 3 of 13 Pages |
1 | NAMES OF REPORTING PERSONS Wildcat – Liquid Alpha, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS(see instructions) WC (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 184,000 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER 184,000 (See Items 3, 4 and 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 184,000 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.5% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON OO | |||||
* | The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016. |
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Page 4 of 14 – SEC Filing
CUSIP No. 83587F202 | 13D | Page 4 of 13 Pages |
1 | NAMES OF REPORTING PERSONS Infinity Q Capital Management, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS(see instructions) OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 123,597 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER 123,597 (See Items 3, 4 and 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 123,597 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON OO | |||||
* | The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016. |
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Page 5 of 14 – SEC Filing
CUSIP No. 83587F202 | 13D | Page 5 of 13 Pages |
1 | NAMES OF REPORTING PERSONS Infinity Q Management Equity, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS(see instructions) OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 123,597 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER 123,597 (See Items 3, 4 and 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 123,597 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON OO | |||||
* | The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016. |
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Page 6 of 14 – SEC Filing
CUSIP No. 83587F202 | 13D | Page 6 of 13 Pages |
1 | NAMES OF REPORTING PERSONS Infinity Q Diversified Alpha Fund | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS(see instructions) WC (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 123,597 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER 123,597 (See Items 3, 4 and 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 123,597 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON OO | |||||
* | The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016. |
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Page 7 of 14 – SEC Filing
CUSIP No. 83587F202 | 13D | Page 7 of 13 Pages |
1 | NAMES OF REPORTING PERSONS Bonderman Family Limited Partnership | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS(see instructions) WC (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 2,799,790 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER 2,799,790 (See Items 3, 4 and 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 2,799,790 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.0% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON PN | |||||
* | The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016. |
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Page 8 of 14 – SEC Filing
CUSIP No. 83587F202 | 13D | Page 8 of 13 Pages |
1 | NAMES OF REPORTING PERSONS Leonard A. Potter | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS(see instructions) OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 2,799,790 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER 2,799,790 (See Items 3, 4 and 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 2,799,790 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.0% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON IN | |||||
* | The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016. |
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Page 9 of 14 – SEC Filing
CUSIP No. 83587F202 | 13D | Page 9 of 13 Pages |
1 | NAMES OF REPORTING PERSONS James Velissaris | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS(see instructions) OO (See Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH | 7 | SOLE VOTING POWER -0- | ||||
8 | SHARED VOTING POWER 123,597 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER -0- | |||||
10 | SHARED DISPOSITIVE POWER 123,597 (See Items 3, 4 and 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 123,597 (See Items 3, 4 and 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% (See Item 5)* | |||||
14 | TYPE OF REPORTING PERSON IN | |||||
* | The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016. |
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Page 10 of 14 – SEC Filing
This Amendment No. 4 (the “Amendment”)
amends and supplements the Schedule 13D filed on April 18, 2016, as amended and supplemented by Amendment No. 1 filed on April
26, 2016, Amendment No. 2 filed on May 6, 2016 and Amendment No. 3 filed on May 11, 2016 (as so amended, the “Original
Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”) by Wildcat
Capital Management, LLC, Wildcat – Liquid Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC,
Infinity Q Diversified Alpha Fund, Bonderman Family Limited Partnership, Leonard A. Potter and James Velissaris with respect to
the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings
ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction
This Amendment amends and supplements Item 4
of the Original Schedule 13D by inserting the following after the sixth paragraph:
“On May 13, 2016, WLA, on behalf of the
Issuer, filed a verified derivative complaint (the “May 13 Complaint”) asserting derivative claims for breach of fiduciary
duty, waste of corporate assets, and unjust enrichment against Dr. Ji and directors William S. Marth, Kim D. Janda, Douglas Ebersole,
Jaisim Shah and David H. Deming (collectively, the “Defendants”). Pursuant to the May 13 Complaint, WLA,
on behalf of the Issuer, seeks to, among other things: (i) enjoin the three private placements that are part of the Transactions
that have not already closed but are expected to close imminently; (ii) rescind the options and warrants issued by the Issuer’s
subsidiaries to Dr. Ji and the Board; and (iii) be awarded damages resulting from the Defendants’ alleged breaches of fiduciary
duties and other alleged misconduct. A copy of the May 13 Complaint is attached as Exhibit 6. Also on May 13, 2016,
WLA filed a motion for a temporary restraining order (the “May 13 Motion for TRO”) against the Defendants seeking
that the court enter a temporary restraining order pending a preliminary injunction hearing (i) enjoining the Defendants and the
Issuer from taking any further steps to consummate the Transactions or any associated voting agreements; and (ii) enjoining Defendants
and the Issuer from instructing Yuhan Corporation (“Yuhan”), to vote its shares in connection with the voting
agreement associated with Yuhan’s investment as part of the Transactions. Copies of each of the May 13 Motion for TRO
and brief in support of the May 13 Motion for TRO are attached as Exhibits 7 and 8, respectively.”
Item 7. Material to Be Filed as Exhibits
This
Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:
1. | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. |
2. | Demand for Inspection of Books and Records, dated April 11, 2016. |
3. | Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25, 2016. |
4. | Letter to the Board of Directors of the Issuer, dated May 5, 2016. |
5. | Letter to the Board of Directors of the Issuer, dated May 10, 2016. |
6. | Verified Derivative Complaint filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
7. | Plaintiff’s Motion for Temporary Restraining Order filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
8. | Plaintiff’s Brief in Support of Motion for Temporary Restraining Order, to Expedite the Proceedings, and to Schedule a Preliminary Injunction Hearing, filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
Page 10 of 13 Pages |
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Page 11 of 14 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 16, 2016
Wildcat Capital Management, LLC | |
By: /s/ Leonard A. Potter | |
Name: Leonard
| |
Wildcat – Liquid Alpha, LLC | |
By: /s/ Clive Bode | |
Name: Clive Bode Title: President |
Infinity Q Capital Management, LLC | |
By: /s/ Leonard A. Potter | |
Name: Leonard
| |
Infinity Q Management Equity, LLC | |
By: /s/ James Velissaris | |
Name: James Velissaris Title: Sole Manager |
Infinity Q Diversified Alpha Fund | |
By: Infinity Q Capital Management, LLC | |
By: /s/ Leonard A. Potter | |
Name: Leonard A. Potter Title: Chief Executive Officer | |
Page 11 of 13 Pages |
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Page 12 of 14 – SEC Filing
Bonderman Family Limited Partnership | |
By: /s/ Clive Bode | |
Name: Clive Bode Title: President |
Leonard A. Potter | |
By: /s/ Leonard A. Potter | |
Name: Leonard A. Potter |
James Velissaris | |
By: /s/ James Velissaris | |
Name: James Velissaris | |
Page 12 of 13 Pages |
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Page 13 of 14 – SEC Filing
INDEX TO EXHIBITS
1. | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.(1) |
2. | Demand for Inspection of Books and Records, dated April 11, 2016.(2) |
3. | Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25, 2016.(3) |
4. | Letter to the Board of Directors of the Issuer, dated May 5, 2016.(4) |
5. | Letter to the Board of Directors of the Issuer, dated May 10, 2016.(5) |
6. | Verified Derivative Complaint filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
7. | Plaintiff’s Motion for Temporary Restraining Order filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
8. | Plaintiff’s Brief in Support of Motion for Temporary Restraining Order, to Expedite the Proceedings, and to Schedule a Preliminary Injunction Hearing, filed in the Court of Chancery of the State of Delaware on May 13, 2016. |
_________________
(1) Incorporated
herein by reference to the Agreement of Joint Filing by and among Wildcat Capital Management, LLC (“Wildcat”),
Wildcat – Liquid Alpha, LLC (“WLA”), Infinity Q Capital Management, LLC (“IQCM”), Infinity
Q Management Equity, LLC (“IQME”), Infinity Q Diversified Alpha Fund (“IQDA”), Bonderman
Family Limited Partnership (“BFLP”), Leonard A. Potter and James Velissaris, dated as of April 18, 2016, which
was previously filed with the SEC as Exhibit 1 to Schedule 13G filed by Wildcat Capital Management, LLC, Wildcat – Liquid
Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC, Infinity Q Diversified Alpha Fund, Bonderman
Family Limited Partnership, Leonard A. Potter and James Velissaris, on April 18, 2016.
(2) Incorporated
herein by reference to Demand for Inspection of Books and Records, dated April 11, 2016, which was previously filed with the SEC
as Exhibit 2 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on April 18,
2016.
(3) Incorporated
herein by reference to Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware
on April 25, 2016, which was previously filed with the SEC as Exhibit 3 to Amendment No. 1 to Schedule 13D filed by Wildcat, WLA,
IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on April 26, 2016.
(4) Incorporated
herein by reference to Letter to the Board of Directors of the Issuer, dated May 5, 2016, which was previously filed with the SEC
as Exhibit 4 to Amendment No. 2 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris,
on May 6, 2016.
(5) Incorporated
herein by reference to Letter to the Board of Directors of the Issuer, dated May 10, 2016, which was previously filed with the
SEC as Exhibit 5 to Amendment No. 3 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James
Velissaris, on May 11, 2016.
Page 13 of 13 Pages |