Sparton Corp (SPA): Engine Capital Signs Agreement & Appoints Two Directors

Page 12 of 17 – SEC Filing

(c)

Engine Capital has not entered into any transactions in the Shares during the past sixty (60) days.

B.	Engine Jet

(a)

As of the close of business on May 3, 2016, Engine Jet directly owned 47,468 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 47,468

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 47,468

4. Shared power to dispose or direct the disposition: 0

(c)

Engine Jet has not entered into any transactions in the Shares during the past sixty (60) days.

C.	Engine Management

(a)

Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet.  As of the close of business on May 3, 2016, Engine Management may be deemed to beneficially own 367,787 Shares.

Percentage: 3.7%

(b)

1. Sole power to vote or direct vote: 367,787

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 367,787

4. Shared power to dispose or direct the disposition: 0

(c)

Engine Management has not entered into any transactions in the Shares during the past (60) sixty days.

D.           Engine Investments

(a)

Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet.  As of the close of business on May 3, 2016, Engine Investments may be deemed to beneficially own 367,787 Shares.

Percentage: Approximately 3.7%

(b)

1. Sole power to vote or direct vote: 367,787

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 367,787

4. Shared power to dispose or direct the disposition: 0

(c)

Engine Investments has not entered into any transactions in the Shares during the past (60) sixty days.