(Amendment No. 2)1
Steven F. Urvan
Steve Wolosky, Esq.
Meagan Reda, Esq.
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).
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1 |
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NAME OF REPORTING PERSON |
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Steven F. Urvan |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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20,040,000 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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0 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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20,040,000 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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20,040,000 (1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.13% (2) |
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TYPE OF REPORTING PERSON |
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IN |
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| 1. | Consists of 20,040,000 shares of common stock of the Issuer held directly by Mr. Urvan. |
| 2. | Percentage of class based on 116,961,005 total outstanding shares of common stock of the Issuer as reported
in the Issuer’s Form 10-Q filed on August 15, 2022. |
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1 |
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NAME OF REPORTING PERSON |
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Susan T. Lokey |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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40,000 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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0 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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40,000 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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40,000 (1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% (2) |
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TYPE OF REPORTING PERSON |
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IN |
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| 1. | Consists of 40,000 shares of common stock of the Issuer held directly by Ms. Lokey. |
| 2. | Percentage of class based on 116,961,005 total outstanding shares of common stock of the Issuer as reported
in the Issuer’s Form 10-Q filed on August 15, 2022. |
This Amendment No. 2 amends and supplements
the Schedule 13D filed by Steven F. Urvan on May 10, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed
on November 30, 2021 (“Amendment No. 1,” and together with the Original Schedule 13D, the “Schedule 13D”). Each
Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated
herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meaning herein as are ascribed to such terms
in the Schedule 13D.
Item 1 Security and Issuer.
Item 1 is
hereby amended and restated as follows:
The statement relates to shares of common stock,
par value $0.001 per share (the “Common Stock”), of AMMO, Inc., a Delaware corporation (the “Issuer”). The principal
executive office of the Issuer is located at 7681 E. Gray Rd., Scottsdale, AZ 85260.
Item 2 Identity and Background.
Item 2 is hereby amended and restated as follows:
This statement is filed by (i) Steven F. Urvan
(“Mr. Urvan”) and (ii) Susan T. Lokey (“Ms. Lokey”).
Mr. Urvan’s present principal occupation
or employment is serving as Chief Strategy Officer of the Issuer. Mr. Urvan is a United States citizen. The business address of Mr. Urvan
is 7491 N Federal Highway, STE C5 PMB 379, Boca Raton, FL 33487.
Ms. Lokey’s present principal occupation
or employment is serving as Chief Financial Officer of IA Tech LLC, a subsidiary of the Issuer (“IA Tech”). Ms. Lokey is a
United States citizen. The business address of Ms. Lokey is 1100 Circle 75 Parkway, Suite 1300, Atlanta GA 30339.
Mr. Urvan and Ms. Lokey are each referred to as a
“Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that
certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
During the last five years the Reporting Persons
have not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he or she was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other
Consideration.
Item 3 is
hereby amended and restated as follows:
Mr. Urvan acquired 20,000,000 shares of Common
Stock pursuant to an Agreement and Plan of Merger, dated as of April 30, 2021 (the “Merger Agreement”), by and among Mr.
Urvan, Gemini Direct Investments, LLC (“Gemini”), the Issuer and SpeedLight Group I, LLC (“SpeedLight”), whereby
SpeedLight merged (the “Merger”) with and into Gemini, with SpeedLight surviving the merger as a wholly owned subsidiary
of the Issuer. Pursuant to the Merger Agreement, the Issuer acquired from Mr. Urvan 100% of the equity of Gemini which owns 100% of the
Gunrboker.com business (the “Acquisition”).
As consideration for the Acquisition, on April
30, 2021, (i) the Issuer assumed an aggregate amount of indebtedness of Gemini and its subsidiaries equal to $50,000,000; and, (ii) the
issued and outstanding membership interests in Gemini, held by Mr. Urvan, automatically converted into the right to receive (A) $50,000,000,
and (B) 20,000,000 shares of Common Stock of the Issuer, $0.001 par value per share (the “Stock Consideration”). The Stock
Consideration consisted of: (a) 14,500,000 shares issued without being held in escrow or requiring prior stockholder approval (the “Initial
Shares”); (b) 4,000,000 shares issued subject to a Pledge and Escrow Agreement (the “Pledged Securities”); and (c) 1,500,000
shares whose issuance was contingent upon stockholder approval for the issuance (the “Additional Securities”). The issuance
of the Additional Securities was approved at the Issuer’s 2021 Annual Meeting of Shareholders and were issued on November 9, 2021
in accordance with the terms of the Merger Agreement.
Further, the Issuer has granted Mr. Urvan an
aggregate of 40,000 shares of restricted Common Stock as compensation for Mr. Urvan’s service as a member of the Board of Directors
of the Issuer (the “Board”).
Ms. Lokey received 40,000 shares of Common
Stock from the Issuer.
Item 4 Purpose of Transaction.
Item 4 is
hereby amended and restated as follows:
The Reporting Persons intend to participate
in and influence the affairs of the Issuer through the exercise of voting rights with respect to their ownership of shares of Common Stock
of the Issuer. In addition, Mr. Urvan will influence the affairs of the Issuer in his capacity as Chief Strategy Officer and as a member
of the Board and Ms. Lokey will influence the affairs of the Issuer in her capacity as Chief Financial Officer of IA Tech, a subsidiary
of the Issuer. The Reporting Persons intend to review the performance of their investments and consider or explore a variety of alternatives,
including with limitation, the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer.
On August 25, 2022, Mr. Urvan delivered a letter
to the Issuer (the “Nomination Letter”) nominating a slate of highly qualified director candidates, including Gregg Alper,
Darren Farber, William L. Fraim, Susan T. Lokey, Christos Tsentas, Steven F. Urvan and Wayne R. Walker (collectively, the “Nominees”),
for election to the Board at the Issuer’s 2022 annual meeting of stockholders. As evidenced by their detailed biographies below,
the Nominees have backgrounds spanning operations, finance, private equity, marketing, mergers and acquisitions, restructuring, strategic
transformation, and public company governance. Mr. Urvan carefully selected this highly qualified slate of Nominees who collectively have
substantial and highly successful experience across the firearms manufacturing, distribution and sales and E-commerce industries, including
decades of experience as CEOs, board members, and senior executives.
Gregg Alper has served as President
and a member of the board of directors of GWA Distribution Group, an online retailer that focuses on replacement automotive, marine,
and small engine parts through various online channels, since February 2016 and April 2021, respectively. He also serves as President
of Delray Beach Capital, a provider of inventory financing to independent car dealerships focused on niche luxury and exotic vehicles,
since founding the company in August 2021. Previously, Mr. Alper served as the Chief Operating Officer of USP Motorsports, an online
provider of performance parts for German vehicles, from December 2012 to August 2016, and from January 2008 to November 2012, he served
as the Director of E-Commerce. He received his B.A. from Florida Atlantic University.
Darren Farber has served as the Managing
Partner of Albion River LLC, a private direct investment firm that focuses on aerospace, defense, and government related businesses, since
he founded the firm in February 2013. Prior to this, he was the co-founder of NAWAH (North America Western Asia Holdings), a Pritzker
Organization company specializing in Middle East third party logistics, where he served as Chief Operating Officer from October 2011 until
January 2013. Previously, Mr. Farber served as a special advisor to the Deputy Under Secretary of Defense — Business Transformation
from April 2004 to August 2011, where he received the Secretary of Defense Medal for Outstanding Public Service. Mr. Farber began his
career in product engineering at Nortel Networks Inc., a multinational telecommunications and data networking equipment manufacturer,
and Celestica Inc., a multinational electronics manufacturing services company. He is currently a director of MDA Ltd. (TSE: MDA), a space
technology developer and manufacturer, where he has served since April 2021. Mr. Farber is also the chairman of the board of directors
of Magpul Industries Corp, a designer and manufacturer of firearms accessories and outdoor lifestyle products, since May 2020. Previously,
he served on the board of directors of American Pacific Corporation (formerly NASDAQ: APFC), a chemical manufacturing company, from December
2015 to February 2020 and Sparton Corporation (formerly NYSE:SPA), which designs, develops, tests
and produces complex maritime electronic systems, from January 2020 to April 2021.
William L. Fraim is currently retired
after having served as the Chief Executive Officer and Chairman of the board of directors of AcuSport Corporation (“AcuSport”),
a nationwide distributor of outdoor and shooting sports products, from September 2003 to December 2018. Prior to that, Mr. Fraim held
various other management positions at AcuSport, including serving as President (from July 1988 to September 2003), General Manager (from
1984 to July 1988) and Marketing Manager (from 1983 to 1984). Mr. Fraim is currently on the board of trustees of The Berry Family Foundation,
an independent non-profit foundation focused on encouraging enterprise and a strong Dayton, Ohio community, where he has served since
December 1986. Since February 2014, he has served on the board of trustees of Hillsdale College, a private conservative liberal arts college.
Previously, Mr. Fraim served as President and a member of the board of the National Association of Sporting Goods Wholesalers (NASGW),
a nonprofit trade association that represents hunting and shooting sports equipment manufacturers and wholesalers, from 1990 to 1992 and
from 1988 to 1998, respectively. He also served as Chairman of the board of trustees of the Hunting Heritage Trust, a
charitable organization created to fund programs that will enhance appreciation of the United States’ hunting heritage and increase
public understanding and participation in recreational shooting sports, from September 2007 to June 2019, after first joining the
board in December 2003. Mr. Fraim holds a B.A. from Occidental College.
Susan T. Lokey has served as Chief
Financial Officer of IA Tech LLC (“IA Tech”) (f/k/a GB Holdings Inc.), the parent company of GunBroker.com, LLC (“GunBroker.com”),1 one of the largest online auction sites for firearms and hunting/shooting accessories, since 2006, after first joining the
company in 2002, and as the Chief Financial Officer of SpeedLight, a wholly owned subsidiary of the Issuer, since April 2021. She also
serves as the Chief Financial Officer of IA Tech’s other subsidiaries, including Cloud Catalyst Technologies LLC, a provider of
managed platforms to support brands’ customer acquisition, eCommerce, predictive analytics, backend fulfillment, and customer service
(since January 2009), Enthusiast Commerce LLC, a lifestyle eCommerce platform (since January 2009), S&T Logistics LLC, a supply chain
logistics platform (since January 2009), Outdoor Liquidators, LLC, an eCommerce liquidation platform focusing on the hunting and sport
shooting community (since January 2009), Outsource Commerce LLC, an eCommerce platform (since January 2009) and RightFit Direct LLC,
an eCommerce platform specializing in accessories (since January 2009). Since December 2013, she has served as Vice President and Director
of North Harbor Insurance Co., an insurance provider. Ms. Lokey has also served as Chief Financial Officer of BitRail Holdings, Inc.,
a compliant crypto currency payment company, since February 2018. Previously, she served as Manager of the Sales Audit and Sales Accounting
department at The Home Depot, Inc. (NYSE: HD) (“Home Depot”), a multinational home improvement retail corporation, from 1995
to 2000. At Home Depot, Ms. Lokey oversaw a staff of 120 accountants and auditors that provided daily key retail sales statistics to
the President and Chief Financial Officer. Earlier in her career, Ms. Lokey served in various other positions, including as Treasury
Specialist at Fosterlane Management Corporation, the sovereign wealth enterprise real estate arm of the Kuwait Investment Authority,
and as Financial Officer at Bartow County Bank, a full-service bank. Ms. Lokey is a Certified Public Accountant and holds a Bachelors
of Business Administration from Kennesaw State University.
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N/k/a Outdoors Online, LLC (dba GunBroker.com), which according to the Issuer’s most recent Annual Report on Form 10-K filed
with the SEC, is a wholly owned subsidiary of IA Tech, LLC, which is a wholly owned subsidiary of GB Investments, Inc., which is a
wholly owned subsidiary of Speedlight Group I, LLC, which is a subsidiary of the Company.
Christos Tsentas has served as a Partner
of Albion River LLC, a private direct investment firm, with a focus on aerospace, defense and government related opportunities, since
January 2020, and he previously served as Vice President, from January 2017 to January 2020. Prior to that, Mr. Tsentas served as an investment
banker at KippsDeSanto & Co., an M&A advisory firm focused on the aerospace and defense markets, from 2009 to 2015. Mr. Tsentas
has served on the board of directors of Magpul Industries Corporation, a designer and manufacturer of firearms accessories and outdoor
lifestyle products, since May 2020. Mr. Tsentas holds a B.S. in Finance and Accounting from the University of Virginia and an M.B.A. from
Columbia Business School.
Steven F. Urvan has served as Chief
Strategy Officer and a member of the Board of the Issuer since April 2021. In addition, Mr. Urvan runs The Urvan Family Office, a collection
of entities that manage his investments. Mr. Urvan is the founder and Executive Chairman of BitRail Holdings, Inc., a compliant crypto
currency payment company, since February 2018. Previously, Mr. Urvan founded GunBroker.com, one of the largest online auction sites for
firearms and hunting/shooting accessories, in 1999 and served as its Chief Executive Officer until April 2021, when the business was acquired
by the Issuer in connection with the Merger (as defined below). Mr. Urvan has spent over 20 years as an entrepreneur, advisor, and investor
with a passion for building and growing companies across various industries with a focus of technology as a core or enabler. Mr. Urvan
remains active in other companies that he founded, including Outdoors.com Digital Media, an outdoor lifestyle website that he founded
in 2017 and App Cohesion, an e-commerce technology platform that he founded in 2017. Prior to founding GunBroker.com, Mr. Urvan served
as Director of Engineering at Global Village Communications, a provider of network fax software solutions. Prior to that, he architected
what was at the time the largest optical data storage and retrieval system for ATM and POS information for Bank of America. Mr. Urvan
manages the Steve Urvan Foundation for Philanthropic Pursuits and is actively involved in several non-profit organizations.
Wayne R. Walker has served as President
of Walker Nell Partners, Inc., an international business consulting firm, since founding the firm in 2004. Earlier in his career, Mr.
Walker served as Partner at ParenteBeard LLC (n/k/a Baker Tilly Virchow Krause, LLP), an accounting firm, from 2001 to 2004, and as Senior
Legal Counsel at E. I. du Pont de Nemours and Company (n/k/a DuPont de Nemours, Inc. (NYSE: DD)), a chemicals, agriculture and specialty
products company, from 1984 to 1998. Mr. Walker currently serves on various public and private boards of directors, including Wrap Technologies,
Inc. (NASDAQ:WRAP), a global public safety technology and services company, since November 2018, where he serves as chairman of the board,
Petro Pharmaceuticals, Inc. (NASDAQ: PTPI), a men’s health company, since December 2020, AYRO, Inc. (NASDAQ: AYRO), a designer
and producer of all-electric vehicles, since November 2020, and Pitcairn Trust Company, a national advisor to family offices, since October
2018. Mr. Walker previously served on the boards of directors of BridgeStreet Worldwide, Inc., a leading provider of furnished apartments
to corporations, from 2013 to 2014, and Last Call Operating Companies, an owner of various national restaurants, from 2016 to 2018. Mr.
Walker has also served on the board of directors of Eagleville Hospital, a behavioral health organization, since 2015, and previously,
he served on the boards of directors of National Philanthropic Trust, a public charity dedicated to providing philanthropic expertise
to donors, from 2013 to 2020, where he was chairman of the board of trustees, and Habitat for Humanity International, a global housing
organization, from 1992 to 1998, where he was chairman of the board of directors. Mr. Walker holds a B.A. from Loyola University
New Orleans and a J.D. from the Columbus School of Law at the Catholic University of America.
No Reporting Person has any present plan or
proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as
set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The
Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without
limitation, the Issuer’s financial position and investment strategy, the price levels of the shares of Common Stock, conditions
in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications
with management and the Board, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the
Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its
businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure
(including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions
for improving the Issuer’s financial and/or operational performance, purchasing additional shares of Common Stock, selling some
or all of their shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5 Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) As of the date hereof, Mr. Urvan beneficially
owns 20,040,000 shares of Common Stock of the Issuer, representing approximately 17.13% of the total issued and outstanding shares of
the Issuer’s Common Stock.
As of the date hereof, Ms. Lokey beneficially
owns 40,000 shares of Common Stock of the Issuer, representing less than 1% of the total issued and outstanding shares of the Issuer’s
Common Stock.
(b) Mr. Urvan holds sole voting and dispositive
power over the Initial Shares and the Additional Securities. Pursuant to the Pledge and Escrow Agreement and the Company Lock-Up Agreement,
each as defined and described in Item 6 of the Schedule 13D, Mr. Urvan has sole voting rights with respect to the Pledged Securities but
may not sell or transfer the Pledged Securities without the consent of the Issuer, until such restrictions are removed pursuant to the
terms of the Pledge and Escrow Agreement and the Lock-Up Agreement.
Ms. Lokey holds sole voting and dispositive
power over the shares of Common Stock of the Issuer directly held by her.
(c) Other than 10,000 restricted shares of
Common Stock of the Issuer awarded to Mr. Urvan on July 12, 2022 as compensation for his service on the Board, there were no transactions
by the Reporting Persons in the Issuer’s Common Stock during the past 60 days.
Each Reporting Person, as a member of a “group”
with the other Reporting Person for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed
the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership
of such Shares except to the extent of his, her or its pecuniary interest therein.
(d) No other person is known to have the right
to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities of the Issuer owned
by the Reporting Persons.
(e) Not applicable.
Item 6 Contracts, Agreements, Understandings
or Relationships With Respect to Securities of the Issuer.
Item 6 is
hereby amended to add the following:
On August
25, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A
copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7 Material to be Filed as Exhibits.
Item 7 is
hereby amended to add the following exhibit:
Exhibit Number |
Description |
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99.1 |
Joint Filing Agreement, dated August 25, 2022. |
SIGNATURES
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.
Date: August 29, 2022
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/s/ Steven F. Urvan |
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Steven F. Urvan |
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/s/ Susan T. Lokey |
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Susan T. Lokey |