Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

  NAMES OF REPORTING PERSONS

  Lawrence E. Kurzius

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  PF/OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER*

  2,214,345

  SHARED VOTING POWER*

  -0-

  SOLE DISPOSITIVE POWER*

  2,214,345

  SHARED DISPOSITIVE POWER*

  -0-

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,214,345

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *

  11.9%¹

  TYPE OF REPORTING PERSON (See Instructions)

  IN

See Item 5.

Based on (i) 16,796,438 shares of Common Stock outstanding as of December 31, 2023 plus (ii) 1,845,808 shares that may become issuable upon the exercise of stock options held by the Reporting Person (including stock options that would become immediately exercisable upon a qualifying retirement) and shares of Common Stock held in a trust controlled by an independent trustee which the Reporting Person may reacquire within 60 days.

The Reporting Persons present principal occupation is Executive Chairman of the Board of the Issuer.

As of the date hereof, the Reporting Person beneficially owns, in aggregate, 2,214,345 shares of Common Stock, representing 11.9% of the Issuers outstanding shares of Common Stock. The Reporting Persons beneficial ownership includes 1,845,808 shares of Common Stock that may be acquired within 60 days of the date hereof pursuant to the exercise of vested stock options (including stock options that would become immediately exercisable upon a qualifying retirement) and shares of Common Stock held in a trust controlled by an independent trustee which the Reporting Person may reacquire within 60 days.

Number of shares to which such person has:

Sole power to vote or direct the vote: 2,214,345

Shared power to vote or direct the vote: -0-

Sole power to dispose or direct the disposition: 2,214,345

Shared power to dispose or direct the disposition: -0-

The Reporting Person has effected no transactions in the Common Stock within the past sixty days, except as previously reported on a Form 4 filed with the Commission as follows: on December 1, 2023, the Reporting Person was awarded 313,532 options to purchase shares of Common Stock.

Lawrence E. Kurzius