As of November 11, 2015, PJ Barris, LLC is the record owner of 136,041 shares of Common Stock (the “PJ Barris Shares”) and PDB LLC is the record owner of 33,996 shares of Common Stock (the “PDB Shares”). As a member of PJ Barris, LLC and the investment advisor of PDB LLC, Barris may be deemed to own beneficially the PJ Barris Shares and the PDB Shares in addition to the NEA 11 Shares.
As of November 11, 2015, the Sandell Family Trust, u/d/t 3/30/01 (the “Sandell Trust”) is the record owner of 82,811 shares of Common Stock (the “Sandell Trust Shares”). As an affiliate of the Sandell Trust, Sandell may be deemed to own beneficially the Sandell Trust Shares in addition to the NEA 11 Shares.
As of November 11, 2015, the Baskett Family Trust u/a dtd 10/12/10 (the “Baskett Trust”) is the record owner of 71,749 shares of Common Stock (the “Baskett Trust Shares”). As an affiliate of the Baskett Trust, Baskett may be deemed to own beneficially the Baskett Trust Shares in addition to the NEA 11 Shares.
As of November 11, 2015, the Kolluri Living Trust dated 11/5/99 (the “Kolluri Trust”) is the record owner of 20,547 shares of Common Stock (the “Baskett Trust Shares”). As an affiliate of the Kolluri Trust, Kolluri may be deemed to own beneficially the Kolluri Trust Shares in addition to the NEA 11 Shares.
Finally, New Enterprise Associates, LLC (“NEA LLC”) is the record owner of 212,650 shares of Common Stock (the “NEA LLC Shares”). As members of NEA LLC’s board of directors, each of Barris, Baskett and Sandell may also be deemed to beneficially own the NEA LLC Shares.
Each Reporting Person disclaims beneficial ownership of the NEA 11 Shares and the NEA LLC Shares, as applicable, other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person other than Barrett is set forth on Line 13 of such Reporting Person’s cover sheet. The percentage set forth on the cover sheets for each Reporting Person was calculated based on the 48,923,347 shares of Common Stock (the “10-Q Shares”) reported to be outstanding as of October 30, 2015 in the Issuer’s Form 10-Q, filed with the Securities Exchange Commission on November 9, 2015. The percentage set forth on the cover sheet for Barrett is calculated based on 48,939,526 shares, which includes the 10-Q Shares and the Barrett Option Shares.
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
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sole power to dispose or to direct the disposition: See line 9 of cover sheets.
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(iv)
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shared power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
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Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.
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Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.