(a).
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 82,190,871 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of October 31, 2010, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010, as filed with the Securities and Exchange Commission on November 24, 2010.
As of the close of business on December 7, 2010, as described below, the Reporting Persons may be deemed to beneficially own an aggregate of 4,075,130 shares of Common Stock representing, in the aggregate, approximately 5.0% of the issued and outstanding shares of Common Stock.
As of the close of business on December 7, 2010, Mr. Klinsky may be deemed to beneficially own an aggregate of 3,853,833 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVC II, NMVLO, NMV Offshore and NMVSH representing, in the aggregate, approximately 4.7% of the issued and outstanding shares of Common Stock. Mr. Klinsky disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVC II, NMVLO, NMV Offshore and NMVSH, to the extent that partnership interests or limited liability company interests in NMV, NMVC, NMVC II, NMVLO, NMV Offshore and NMVSH are held by persons other than Mr. Klinsky.
As of the close of business on December 7, 2010, NMV Advisers may be deemed to beneficially own an aggregate of 2,437,508 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVC II, NMVLO and NMV Offshore representing, in the aggregate, approximately 3.0% of the issued and outstanding shares of Common Stock. NMV Advisers disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVC II, NMVLO and NMV Offshore, to the extent that partnership interests in NMV, NMVC, NMVC II, NMVLO and NMV Offshore are held by persons other than NMV Advisers.
As of the close of business on December 7, 2010, Vantage GP may be deemed to beneficially own an aggregate of 3,790,852 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVC II, NMVLO and NMVSH representing, in the aggregate, approximately 4.6% of the issued and outstanding shares of Common Stock. Vantage GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVC II, NMVLO and NMVSH to the extent that partnership interests or limited liability company interests in NMV, NMVC, NMVC II, NMVLO and NMVSH are held by persons other than Vantage GP.
As of the close of business on December 7, 2010, NMV Offshore may be deemed to beneficially own an aggregate of 62,981 shares of Common Stock that may be deemed to be beneficially owned by NMV Offshore HoldCo, representing approximately 0.1% of the issued and outstanding shares of Common Stock.
As of the close of business on December 7, 2010, (i) NMV may be deemed to beneficially own an aggregate of 616,649 shares of Common Stock, representing approximately 0.8% of the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to beneficially own an aggregate of 405,011 shares of Common Stock, representing approximately 0.5% of the issued and outstanding shares of Common Stock, (iii) NMVC II may be deemed to beneficially own an aggregate of 1,343,908 shares of Common Stock, representing approximately 1.6% of the issued and outstanding shares of Common Stock, (iv) NMVLO may be deemed to beneficially own an aggregate of 8,959 shares of Common Stock, representing less than 0.1% of the issued and outstanding shares of Common Stock and (v) NMV Offshore HoldCo may be deemed to beneficially own an aggregate of 62,981 shares of Common Stock, representing approximately 0.1% of the issued and outstanding shares of Common Stock.
As of the close of business on December 7, 2010, NMVSH may be deemed to beneficially own an aggregate of 1,416,325 shares of Common Stock, representing approximately 1.7% of the issued and outstanding shares of Common Stock.
As of the close of business on December 7, 2010, CalPERS may be deemed to beneficially own an aggregate of 1,632,522 shares of Common Stock that may be deemed to be beneficially owned by NMVSH and by CalPERS, representing approximately 2.0% of the issued and outstanding shares of Common Stock. CalPERS disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMVSH to the extent that membership interests in NMVSH are held by persons other than CalPERS.
As of the close of business on December 7, 2010, Mr. Benton may be deemed to beneficially own 100 shares of Common Stock and an additional 5,000 shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy. These 5,100 shares of Common Stock represent less than 0.1% of the issued and outstanding shares of Common Stock.
(b).
Except as set forth below, each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock that the Reporting Person may be deemed to beneficially own as described above. CalPERS may be deemed to have the sole power to vote or direct the vote and to dispose or to direct the disposition of the 216,197 shares of Common Stock that CalPERS owns directly. Mr. Benton may be deemed to have the sole power to vote or direct the vote and to dispose or to direct the disposition of the 100 shares of Common Stock that he owns directly, and he may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the 5,000 shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy.
(c).
On November 10, 2010, CalPERS acquired 100 shares of Common Stock on the open market for an aggregate purchase price of $6,103.50 and on November 17, 2010, CalPERS acquired 100 shares of Common Stock on the open market for an aggregate purchase price of $6,098.50.
Schedule A annexed hereto lists all other transactions in the shares of Common Stock during the past sixty days by the Reporting Persons. All of the transactions listed on Schedule A were effected on the open market.
(d).
No person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be deemed to be beneficially owned by any Reporting Person.
(e).
As a result of the transactions listed on Schedule A, on December 7, 2010 the Reporting Persons ceased to be the beneficial owners of more than five percent of the issued and outstanding shares of Common Stock.