Amended Statement of Ownership (sc 13g/a)
September 09 2016 - 4:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Bravo Brio
Restaurant Group, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
10567B109
(CUSIP Number)
September
8, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
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*
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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.
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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).
(Continued on the following pages.)
SCHEDULE 13G/A
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1
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Name of
Reporting Person
TAC Capital LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,939,450
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,939,450
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,939,450
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10
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
¨
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11
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Percent of Class Represented by Amount
in Row 9
13.3% (1)
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12
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Type of Reporting Person
OO
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(1)
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Based on 14,582,512 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of August 3, 2016, as reported by the Issuer in its Form 10-Q filed with the Securities and
Exchange Commission (“SEC”) on August 3, 2016.
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Page 2 of 9 Pages
SCHEDULE 13G/A
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1
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Name of
Reporting Person
TAC Financial Corporation
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2
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,939,450
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,939,450
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,939,450
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10
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
¨
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11
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Percent of Class Represented by Amount
in Row 9
13.3% (1)
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12
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Type of Reporting Person
CO
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(1)
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Based on 14,582,512 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of August 3, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on August 3,
2016.
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Page 3 of 9 Pages
SCHEDULE 13G/A
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1
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Name of
Reporting Person
The Adam Corporation/Group
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2
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Texas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,939,450
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,939,450
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,939,450
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10
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
¨
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11
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Percent of Class Represented by Amount
in Row 9
13.3% (1)
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12
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Type of Reporting Person
CO
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(1)
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Based on 14,582,512 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of August 3, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on August 3,
2016.
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Page 4 of 9 Pages
SCHEDULE 13G/A
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1
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Name of
Reporting Person
Donald A. Adam
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2
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,939,450
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,939,450
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,939,450
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10
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
¨
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11
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Percent of Class Represented by Amount
in Row 9
13.3% (1)
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12
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Type of Reporting Person
IN
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(1)
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Based on 14,582,512 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of August 3, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on August 3,
2016.
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Page 5 of 9 Pages
SCHEDULE 13G/A
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Item 1.
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(a)
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Name of Issuer:
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Bravo Brio Restaurant Group, Inc.
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(b)
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Address of
Issuer’s Principal Executive Offices:
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777 Goodale Boulevard, Suite 100
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Columbus, Ohio 43212
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Item 2.
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(a)
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Name of Person
Filing:
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(i)
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TAC Capital LLC
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(ii)
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TAC Financial Corporation
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(iii)
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The Adam Corporation/Group
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(iv)
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Donald A. Adam
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(b)
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Address of Principal
Business Officer or, if none, Residence:
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(i)
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TAC Capital LLC
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One Momentum Blvd., Suite 1000
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College Station, TX 77845
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(ii)
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TAC Financial Corporation
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One Momentum Blvd., Suite 1000
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College Station, TX 77845
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(iii)
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The Adam Corporation/Group
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One Momentum Blvd., Suite 1000
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College Station, TX 77845
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(iv)
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Donald A. Adam
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One Momentum Blvd., Suite 1000
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College Station, TX 77845
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(c)
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Citizenship:
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(i)
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TAC Capital LLC is a Delaware limited liability company.
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(ii)
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TAC Financial Corporation is a Delaware corporation.
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(iii)
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The Adam Corporation/Group is a Texas corporation.
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(iv)
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Donald A. Adam is a citizen of the United States of America.
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(d)
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Title of Class of
Securities:
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Common Shares, no par value per share
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(e)
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CUSIP
Number:
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10567B109
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Item 3.
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If this statement is
filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Page 6 of 9 Pages
SCHEDULE 13G/A
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Item 4.
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Ownership
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This Amendment No. 2 to Schedule 13G (this “Amendment”) is being filed by TAC Capital, LLC, a Delaware limited liability company (“TAC Capital”), TAC Financial Corporation, a Delaware corporation and
the sole member of TAC Capital (“TAC Financial”), The Adam Corporation/Group, a Texas corporation and the sole shareholder of TAC Financial (“TAC/G”), and Donald A. Adam, a citizen of the United States of America and the sole
shareholder of TAC/G (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”). By virtue of the relationship described in the foregoing sentence, each of the Reporting Persons may be deemed to have
shared voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. Each of the Reporting Persons disclaim beneficial ownership of the reported shares in excess of such Reporting
Person’s pecuniary interest in the shares. The agreement among the Reporting Persons to file this Amendment jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit
99.1.
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As of the close of business on September 8, 2016:
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(i)
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TAC Capital LLC
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a.
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Amount beneficially owned: 1,939,450
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b.
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Percent of class: 13.3%
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c.
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Number of shares as to which the person has:
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i.
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Sole power to vote or direct the vote: 0
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ii.
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Shared power to vote or to direct the vote: 1,939,450
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iii.
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Sole power to dispose or to direct the disposition of: 0
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iv.
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Shared power to dispose or to direct the disposition of: 1,939,450
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(ii)
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TAC Financial Corporation
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a.
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Amount beneficially owned: 1,939,450
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b.
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Percent of class: 13.3%
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c.
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Number of shares as to which the person has:
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i.
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Sole power to vote or direct the vote: 0
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ii.
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Shared power to vote or to direct the vote: 1,939,450
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iii.
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Sole power to dispose or to direct the disposition of: 0
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iv.
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Shared power to dispose or to direct the disposition of: 1,939,450
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(iii)
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The Adam Corporation/Group
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a.
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Amount beneficially owned: 1,939,450
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b.
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Percent of class: 13.3%
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c.
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Number of shares as to which the person has:
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i.
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Sole power to vote or direct the vote: 0
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ii.
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Shared power to vote or to direct the vote: 1,939,450
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iii.
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Sole power to dispose or to direct the disposition of: 0
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iv.
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Shared power to dispose or to direct the disposition of: 1,939,450
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(iv)
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Donald A. Adam
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a.
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Amount beneficially owned: 1,939,450
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b.
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Percent of class: 13.3%
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c.
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Number of shares as to which the person has:
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i.
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Sole power to vote or direct the vote: 0
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ii.
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Shared power to vote or to direct the vote: 1,939,450
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iii.
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Sole power to dispose or to direct the disposition of: 0
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iv.
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Shared power to dispose or to direct the disposition of: 1,939,450
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Page 7 of 9 Pages
SCHEDULE 13G/A
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certifications.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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Page 8 of 9 Pages
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: September 9, 2016
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TAC CAPITAL LLC
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By:
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/s/ James L. Wolfe
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Name: James L. Wolfe
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Title: Vice President
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TAC FINANCIAL CORPORATION
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By:
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/s/ James L. Wolfe
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Name: James L. Wolfe
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Title: Vice President
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THE ADAM CORPORATION/GROUP
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By:
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/s/ James L. Wolfe
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Name: James L. Wolfe
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Title: President
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DONALD A. ADAM
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/s/ Donald A. Adam
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Page 9 of 9 Pages
EXHIBIT INDEX
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Exhibit No.
|
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Description
|
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99.1
|
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Joint Filing Agreement, dated as of July 26, 2016, by and among TAC Capital LLC, TAC Financial Corporation, The Adam Corporation/Group and Donald A. Adam.*
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*
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Previously filed with the SEC on July 27, 2016.
|
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