Page 11 of 12 – SEC Filing of the 566,670 shares of Class B Common Stock and 100 shares of Class A Common Stock owned directly by Ms. McMahon. (ii) The GRAT may be deemed to have the sole power to direct the voting and the disposition of the 1,547,372 shares of Class B Common Stock held by the GRAT. (c) On May 16, 2016, the GRAT converted 1,547,372 shares of Class B Common Stock into an equal number of shares of the Company’s Class A Common Stock (the “Conversion”). On the same day, the GRAT sold all 1,547,372 of those shares of Class A Common Stock in a block sale for $16.50 per share (the “Sale”). Except for the Conversion and Sale, there have been no transactions with respect to the shares of the Issuer’s Class A or Class B Common Stock during the sixty (60) days prior to the date of this Amendment No. 3 by Ms. McMahon or the GRAT. (d) Not applicable (e) As a result of the Sale, as of May 16, 2016 the GRAT is no longer a 5% beneficial owner of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information disclosed under the Introductory Note to this Amendment No. 3 is incorporated by reference. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Ms. McMahon, the GRAT and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the shares (including as a result of any pledge), finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. The following is filed herewith as an exhibit to this amended Schedule 13D/A: 1. Agreement for Joint Filing of Schedule 13D (incorporated by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D jointly filed with the Securities and Exchange Commission on December 10, 2013)
2. Power of Attorney (incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D
of the 566,670 shares of Class B Common Stock and 100 shares of Class A Common Stock owned directly by Ms. McMahon.
(ii) The GRAT may be deemed to have the sole power to direct the voting and the disposition of the 1,547,372 shares of Class B Common Stock held by the GRAT.
(c) On May 16, 2016, the GRAT converted 1,547,372 shares of Class B Common Stock into an equal number of shares of the Company’s Class A Common Stock (the “Conversion”). On the same day, the GRAT sold all 1,547,372 of those shares of Class A Common Stock in a block sale for $16.50 per share (the “Sale”). Except for the Conversion and Sale, there have been no transactions with respect to the shares of the Issuer’s Class A or Class B Common Stock during the sixty (60) days prior to the date of this Amendment No. 3 by Ms. McMahon or the GRAT.
(d) Not applicable
(e) As a result of the Sale, as of May 16, 2016 the GRAT is no longer a 5% beneficial owner of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information disclosed under the Introductory Note to this Amendment No. 3 is incorporated by reference.
Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Ms. McMahon, the GRAT and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the shares (including as a result of any pledge), finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
The following is filed herewith as an exhibit to this amended Schedule 13D/A:
| 1. | Agreement for Joint Filing of Schedule 13D (incorporated by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D jointly filed with the Securities and Exchange Commission on December 10, 2013) |
| 2. | Power of Attorney (incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D |
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