Item 5.
Interest in Securities of the Issuer.
Item 5 of the Statement is amended and restated as follows:
(a)
As of the date hereof, Mr. Shaw has beneficial ownership of 14,335,642 shares which comprises 48.3% of the Common Stock of the Issuer. There were 29,649,874 shares of Common Stock of the Issuer outstanding as of August 1, 2016.
(b)(i)
Mr. Shaw has sole power to vote 1,770,000 shares of Common Stock standing in the name of the August 2010 Family Trust and 1,000,000 shares of Common Stock standing in the name of the August Gifting Trust, both holdings being subject to a Voting Agreement with his former spouse (the Voting Agreement).
(ii)
Mr. Shaw has sole power to vote and dispose 10,065,642 shares of Common Stock standing in his name.
(iii)
Mr. Shaw has sole power to dispose of a total of 1,500,000 shares of Common Stock standing in the names of three trusts for which he serves as trustee for the benefit of each of his three children.
(c)
The following actions during 2016 have affected Mr. Shaws stock ownership:
(i)
On March 3, 2016, 10,000 shares of Common Stock previously released from the Voting Agreement in December 2015 became subject to the Voting Agreement once again.
(ii)
On April 5, 2016, Mr. Shaw exercised an option for the purchase of 1,000,000 shares of Common Stock.
(iii)
On May 2, 2016, 30,000 shares of Common Stock were released from the Voting Agreement.
(iv)
On April 26, 2016, Mr. Shaw created a trust for the benefit of a child and on September 14 2016 transferred 500,000 shares of Common Stock to such trust as a gift. Mr. Shaw is the trustee of such trust and retains investment power, but not voting power. This trust is one of the three trusts identified in Item (b)(i) of this Item 5.
(v)
On April 28, 2016, Mr. Shaw created an irrevocable trust for the benefit of another person and on September 14, 2016 transferred 200,000 shares of Common Stock to such trust as a gift. Mr. Shaw is not the trustee and did not retain voting or investment power over these shares.
(vi)
On April 28, 2016, Mr. Shaw created an irrevocable trust for the benefit of another person and on September 14, 2016 transferred 100,000 shares of Common Stock to such trust as a gift. Mr. Shaw is not the trustee and did not retain voting or investment power over these shares.
(d)
The August 2010 Family Trust and the August Gifting Trust (and the beneficiaries thereof) shall have the right to receive dividends from, or the proceeds from the sale of, the shares identified in Item (b)(i) of this Item 5. The three trusts identified in Item (b)(iii) of this Item 5 (and the beneficiaries thereof) shall have the right to receive dividends from, or the proceeds from the sale of, 500,000 shares of Common Stock each.
(e)
Not applicable.
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