Name of Beneficial Owner(1)
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Number of Shares
Beneficially Owned
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Percentage of Shares
Beneficially Owned
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5% Shareholders (Other than Directors)
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Richard H. Pickup(2)
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6,936,492
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31.3%
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Todd M. Pickup(3)
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2,954,204
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13.6%
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Named Executive Officers and Directors
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George A. Mangiaracina(4)
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322,467
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*
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Tiffany M. Entsminger(4)
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19,007
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*
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Justin R. Moisio(4)
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30,007
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*
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Katherine J. Blair(4)
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5,000
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*
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Frank P. Filipps(4)
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70,810
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*
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Stewart B. Koenigsberg(4)
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15,000
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*
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Directors and current executive officers as a group (6 persons)(4)
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462,291
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2.1%
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*
Indicates less than 1%.
(1)
Except as otherwise noted, all named beneficial owners can be contacted at 19500 Jamboree Road, Irvine, California 92612.
(2)
According to Schedule 13D/A filed on April 16, 2021, the share amount consists of the following: (i) 180,000 shares owned by Mr. Pickup and held in an individual retirement account (which amount includes 60,000 non-qualified stock options); (ii) 3,600,000 shares owned directly by RHP Trust, dated May 31, 2011 (the “Trust”), over which Mr. Pickup exercises sole investment and voting power; (iii) 639,535 shares underlying Convertible Promissory Notes Due 2020 issued to the Trust, at the initial conversion price of $21.50 per share, over which Mr. Pickup exercises sole investment and voting power; (iv) 116,956.95 shares that the Trust may acquire at any time after October 15, 2020 upon exercise (at an exercise price of $2.97 per share) of a Warrant to Purchase Common Stock owned directly by the Trust; (v) 1,400,000 shares are owned directly by Dito Caree LP, over all of which shares Gamebusters, Inc., acting through Richard H. Pickup, its sole officer and director, exercises sole investment and voting power; and (vi) 1,000,000 shares owned directly by Dito Devcar LP, over all of which shares Gamebusters, Inc., acting through Richard H. Pickup, its sole officer and director, exercises sole investment and voting power. The stockholder’s and the Trust’s address is 2532 Dupont Drive, Irvine, California 92612.
(3)
According to a Schedule 13G filed on February 2, 2021 and subsequent filings pursuant to Section 16 of the Exchange Act, the share amount consists of (A) (i) 100,000 shares owned directly by Mr. Pickup; (ii) 300,000 shares owned by Pickup Grandchildren’s Trust; (iii) 100,000 shares owned directly by Pickup Living Trust; (iv) 1,793,796 shares owned directly by Vintage Trust II, dated July 19, 2007, (the “Vintage Trust”); (v) 395,349 shares that the Vintage Trust has the right to acquire at any time by converting into such shares the outstanding principal balance of Convertible Promissory Notes Due 2020 issued to the Vintage Trust, at the initial conversion price of $21.50 per share, and Mr. Pickup exercises sole investment and voting power over all such shares; and (vi) 85,059.6 shares that the Vintage Trust may acquire at any time after October 15, 2020 upon exercise (at an exercise price of $2.97 per share) of a Warrant to Purchase Common Stock owned directly by the Vintage Trust and (B) 100,000 shares owned directly by Plus Four Equity Partners, L.P. and 80,000 shares owned directly by Vintage Trust, dated October 28, 1993, over which Mr. Pickup shares investment and voting power. The stockholder’s address is 2532 Dupont Drive, Irvine, California 92612.
(4)
Includes the following: George Mangiaracina—242,333 shares underlying options and 80,133 shares underlying vested RSUs; Tiffany Entsminger—16,667 shares underlying options and 2,340 shares underlying vested RSUs; Frank Filipps—27,500 shares underlying options, 29,500 shares underlying vested DSUs and 5,000 underlying vested RSUs; Stewart Koenigsberg—10,000 shares underlying vested DSUs and 5,000 shares underlying vested RSUs; Katherine Blair—5,000 shares underlying vested RSUs; and Justin Moisio—2,340 shares underlying vested RSUs and 27,667 shares underlying options.