Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
|
CUSIP No.
74624M102
|
|
|
|
|
1.
|
Names of Reporting Persons.
Sutter Hill Ventures, a California Limited Partnership
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
California, USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
26,626,666*
|
|
|
|
6.
|
Shared Voting Power
-0-
|
|
|
|
7.
|
Sole Dispositive Power
26,626,666*
|
|
|
|
8.
|
Shared Dispositive Power
-0-
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
26,626,666*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (11)
24.4%**
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
* Consists of shares of Class B Common Stock, which may be converted
into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person.
** Based on 82,493,782 shares of the Issuer’s Class A
Common Stock outstanding as of December 06, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended October 31, 2016, filed with the SEC on December 12, 2016, plus the number of shares of the Issuer’s Class B Common
Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose
of computing the percentage ownership of the Reporting Person.
|
CUSIP No.
74624M102
|
|
|
|
|
1.
|
Names of Reporting Persons.
Tench Coxe
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
4,418,966*
|
|
|
|
6.
|
Shared Voting Power
26,626,666**
|
|
|
|
7.
|
Sole Dispositive Power
4,418,966*
|
|
|
|
8.
|
Shared Dispositive Power
26,626,666**
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
31,045,632*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (11)
27.3%***
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
* Consists of shares of Class B Common Stock, which may be converted
into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 7.
**
Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
*** Based on 82,493,782 shares of the Issuer’s Class A
Common Stock outstanding as of December 06, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended October 31, 2016, filed with the SEC on December 12, 2016, plus the number of shares of the Issuer’s Class B Common
Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose
of computing the percentage ownership of the Reporting Person.
|
CUSIP No.
74624M102
|
|
|
|
|
1.
|
Names of Reporting Persons.
James N. White
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
2,355,773*
|
|
|
|
6.
|
Shared Voting Power
26,626,666**
|
|
|
|
7.
|
Sole Dispositive Power
2,355,773*
|
|
|
|
8.
|
Shared Dispositive Power
26,626,666**
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
28,982,439*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (11)
26.0%***
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
* Consists of shares of 66,000 shares of Class A Common Stock
and 2,289,773 shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of
the Reporting Person. See Appendix A, Note 8.
**
Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
*** Based on 82,493,782 shares of the Issuer’s Class A
Common Stock outstanding as of December 06, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended October 31, 2016, filed with the SEC on December 12, 2016, plus the number of shares of the Issuer’s Class B Common
Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose
of computing the percentage ownership of the Reporting Person.
|
CUSIP No.
74624M102
|
|
|
|
|
1.
|
Names of Reporting Persons.
Jeffrey W. Bird
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
2,093,370*
|
|
|
|
6.
|
Shared Voting Power
26,626,666**
|
|
|
|
7.
|
Sole Dispositive Power
2,093,370*
|
|
|
|
8.
|
Shared Dispositive Power
26,626,666**
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
28,720,036*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (11)
25.8%***
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
* Consists of shares of Class B Common Stock, which may be converted
into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 9.
**
Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
*** Based on 82,493,782 shares of the Issuer’s Class A
Common Stock outstanding as of December 06, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended October 31, 2016, filed with the SEC on December 12, 2016, plus the number of shares of the Issuer’s Class B Common
Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose
of computing the percentage ownership of the Reporting Person.
|
CUSIP No.
74624M102
|
|
|
|
|
1.
|
Names of Reporting Persons.
Michael L. Speiser
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
3,365,379*
|
|
|
|
6.
|
Shared Voting Power
26,626,666**
|
|
|
|
7.
|
Sole Dispositive Power
3,365,379*
|
|
|
|
8.
|
Shared Dispositive Power
26,626,666**
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
29,992,045*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (11)
26.7%***
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
* Consists of shares of Class B Common Stock, which may be converted
into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 10.
**
Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
*** Based on 82,493,782 shares of the Issuer’s Class A
Common Stock outstanding as of December 06, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended October 31, 2016, filed with the SEC on December 12, 2016, plus the number of shares of the Issuer’s Class B Common
Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose
of computing the percentage ownership of the Reporting Person.
|
CUSIP No.
74624M102
|
|
|
|
|
1.
|
Names of Reporting Persons.
Stefan A. Dyckerhoff
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
German citizen (U.S. permanent resident)
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
308,179*
|
|
|
|
6.
|
Shared Voting Power
26,626,666**
|
|
|
|
7.
|
Sole Dispositive Power
308,179*
|
|
|
|
8.
|
Shared Dispositive Power
26,626,666**
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
26,934,845*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (11)
24.6%***
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
* Consists of shares of Class B Common Stock, which may be converted
into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 11.
**
Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
*** Based on 82,493,782 shares of the Issuer’s Class A
Common Stock outstanding as of December 06, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended October 31, 2016, filed with the SEC on December 12, 2016, plus the number of shares of the Issuer’s Class B Common
Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose
of computing the percentage ownership of the Reporting Person.
|
CUSIP No.
74624M102
|
|
|
|
|
1.
|
Names of Reporting Persons.
Samuel J. Pullara III
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
444,979*
|
|
|
|
6.
|
Shared Voting Power
26,626,666**
|
|
|
|
7.
|
Sole Dispositive Power
444,979*
|
|
|
|
8.
|
Shared Dispositive Power
26,626,666**
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,071,645*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (11)
24.7%***
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
* Consists of shares of Class B Common Stock, which may be converted
into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 12.
**
Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
*** Based on 82,493,782 shares of the Issuer’s Class A
Common Stock outstanding as of December 06, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended October 31, 2016, filed with the SEC on December 12, 2016, plus the number of shares of the Issuer’s Class B Common
Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose
of computing the percentage ownership of the Reporting Person.
|
Item 1.
|
|
|
|
|
(a)
|
Name of Issuer
Pure Storage, Inc.
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
650 Castro Street, Suite 400
Mountain View, CA 94041
|
|
|
|
Item 2.
|
|
|
|
|
(a)
|
Name of Person Filing
See Appendix A; Appendix A is hereby incorporated by reference
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
See Appendix A
|
|
|
(c)
|
Citizenship
See Appendix A
|
|
|
(d)
|
Title of Class of Securities
Class A Common Stock
|
|
|
(e)
|
CUSIP Number
74624M102
|
|
|
|
Item 3.
|
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:
|
|
|
|
|
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
|
|
(j)
|
¨
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
|
|
|
N/A
|
|
|
Item 4.
|
Ownership
|
|
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
|
|
|
(a)
|
Amount beneficially owned:
See Appendix A, which is hereby incorporated by reference and
related pages 2 to 8
|
|
|
(b)
|
Percent of class:
See Appendix A, which is hereby incorporated by reference and
related pages 2 to 8
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
(i)
|
Sole power to vote or to direct the vote
***
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
***
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
***
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
***
|
*** See Appendix A, which is hereby incorporated by reference
and related pages 2 to 8. Messrs. Coxe, White, Bird, Speiser, Dyckerhoff and Pullara are managing directors and members of the
management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership, and as such, they share
voting and dispositive power over the shares held by the partnership.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
¨
.
|
|
|
|
N/A
|
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
|
|
|
|
N/A
|
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
|
|
|
|
N/A
|
|
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
|
|
|
|
See Appendix A
|
|
|
|
Item 9.
|
Notice of Dissolution of Group
|
|
|
|
|
N/A
|
|
|
|
Item 10.
|
Certification
|
|
|
|
|
N/A
|
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.
|
February 14, 2017
|
SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP
|
|
|
|
|
|
|
By:
|
/s/ Robert Yin, Attorney-in-Fact for Michael L. Speiser
|
|
|
|
Michael L. Speiser, Managing Director of the General Partner
|
|
|
|
|
|
|
/s/ Robert Yin, Attorney-in Fact for Tench Coxe
|
|
|
TENCH COXE
|
|
|
|
|
|
|
/s/ Robert Yin, Attorney-in Fact for James N. White
|
|
|
JAMES N. WHITE
|
|
|
|
|
|
|
/s/ Robert Yin, Attorney-in Fact for Jeffrey W. Bird
|
|
|
JEFFREY W. BIRD
|
|
|
|
|
|
|
/s/ Robert Yin, Attorney-in Fact for Michael L. Speiser
|
|
|
MICHAEL L. SPEISER
|
|
|
|
|
|
|
/s/ Robert Yin, Attorney-in Fact for Stefan A. Dyckerhoff
|
|
|
STEFAN A. DYCKERHOFF
|
|
|
|
|
|
|
/s/ Robert Yin, Attorney-in Fact for Samuel J. Pullara III
|
|
|
SAMUEL J. PULLARA III
|
ATTENTION
|
|
|
|
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
APPENDIX A TO SCHEDULE 13G –
PURE STORAGE, INC.
|
|
|
Aggregate
Number of Shares Beneficially
Owned (Note 1)
|
|
|
|
|
|
|
|
|
|
Name
of Reporting Person
|
|
Individual
|
|
|
|
Aggregate
(Note 6)
|
|
%
Class
B
(Note 2)
|
|
%
Total Common
(Note
3)
|
|
Voting
%
(Note
4)
|
|
Class
A Beneficial Ownership % (Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sutter Hill Ventures, a California Limited Partnership
|
|
26,626,666
|
|
|
|
|
|
22.7%
|
|
13.3%
|
|
21.2%
|
|
24.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tench Coxe
|
|
4,418,966
|
|
Note 7
|
|
31,045,632
|
|
26.4%
|
|
15.5%
|
|
24.7%
|
|
27.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James N. White
|
|
2,355,773
|
|
Note 8
|
|
28,982,439
|
|
24.6%
|
|
14.5%
|
|
23.0%
|
|
26.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey W. Bird
|
|
2,093,370
|
|
Note 9
|
|
28,720,036
|
|
24.5%
|
|
14.4%
|
|
22.9%
|
|
25.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael L. Speiser
|
|
3,365,379
|
|
Note 10
|
|
29,992,045
|
|
25.6%
|
|
15.0%
|
|
23.9%
|
|
26.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stefan A. Dyckerhoff
|
|
308,179
|
|
Note 11
|
|
26,934,845
|
|
22.9%
|
|
13.5%
|
|
21.4%
|
|
24.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samuel J. Pullara III
|
|
444,979
|
|
Note 12
|
|
27,071,645
|
|
23.1%
|
|
13.5%
|
|
21.5%
|
|
24.7%
|
The address for all of the above is: 755 Page Mill Road,
Suite A-200, Palo Alto, CA 94304.
The partnerships are organized in California. The individuals
are all U.S. citizens and residents with the exception of Mr. Dyckerhoff who is a citizen of Germany and U.S. permanent resident.
None of the above has been convicted in any criminal proceedings
nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal or State securities laws.
All of the parties are individuals or entities in the venture
capital business.
Note 1: Except to the extent specifically noted otherwise in
the Notes below, consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at
the option of the Reporting Person.
Note
2:
Based on 117,381,478 shares of the Issuer’s Class B Common Stock outstanding as of December 06, 2016, as reported
on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2016, filed with the SEC on December 12,
2016.
Note
3:
Based on 199,875,260 shares of the Issuer’s combined Class A Common Stock and Class B Common Stock outstanding
as of December 06, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2016,
filed with the SEC on December 12, 2016.
Note 4: Each share of Class B Common Stock is entitled to ten
votes per share. Each share of Class A Common Stock is entitled to one vote per share.
Note
5:
Based on 82,493,782 shares of the Issuer’s Class A Common Stock outstanding as of December 06, 2016, as reported
on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2016, filed with the SEC on December 12,
2016, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are
treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
Note 6: Includes individual shares plus all shares held
by Sutter Hill Ventures, a California Limited Partnership (“SHV”). The individuals are managing directors and members
of the management committee of the general partner of SHV.
Note 7: Includes 994,310 shares held in The Coxe Revocable
Trust of which the reporting person is a trustee, 1,337,724 shares held by Rooster Partners, L.P. of which the reporting person
is a trustee of a trust which is the general partner, 1,489,266 shares held by a retirement trust for the benefit of the reporting
person, 372,166 shares held in a Roth IRA account for the benefit of the reporting person and 225,500 shares held by the spouse
of the reporting person.
Note 8: Includes 1,361,373 shares held in The White Revocable
Trust of which the reporting person is a trustee, 213,730 shares (of which, 16,000 shares are Class A Common Stock) held by the
reporting person’s children, 154,498 shares held by an irrevocable trust for the benefit of the reporting person’s
children, 14,420 shares held in Sierra Trust of which the reporting person is the trustee, 540,766 shares (of which 50,000 shares
are Class A Common Stock) held in RoseTime Partners L.P. of which the reporting person is a trustee of a trust which is the general
partner and 70,986 shares held in a Roth IRA account for the benefit of the reporting person.
Note 9: Includes 1,281,244 shares held in the Jeffrey W. and
Christina R. Bird Trust of which the reporting person is a trustee, 85,404 shares held by an irrevocable trust for the benefit
of the reporting person’s children, 499,478 shares held by NestEgg Holdings, LP of which the reporting person is a trustee
of a trust which is the general partner and 227,244 shares held in a Roth IRA account for the benefit of the reporting person.
Note 10: Includes 2,938,406 shares held in the Speiser
Trust of which the reporting person is a trustee, 377,173 shares held in Chatter Peak Partners, L.P. of which the reporting person
is a trustee of a trust which is a general partner, 43,800 shares held by a retirement trust for the benefit of the reporting person
and 6,000 shares held in a Roth IRA account for the benefit of the reporting person.
Note 11: Includes 293,735 shares held in the Dyckerhoff 2001
Revocable Trust of which the reporting person is a trustee and 14,444 shares held in a Roth IRA account for the benefit of the
reporting person.
Note 12: Includes 444,979 shares held in The Pullara Revocable
Trust of which the reporting person is a trustee.