0001193125-15-016173.txt : 20150121 0001193125-15-016173.hdr.sgml : 20150121 20150121154930 ACCESSION NUMBER: 0001193125-15-016173 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150121 DATE AS OF CHANGE: 20150121 GROUP MEMBERS: BRION B. APPLEGATE GROUP MEMBERS: CHRISTOPHER T. MITCHELL GROUP MEMBERS: KEVIN J. MARONI GROUP MEMBERS: RANDY J. HENDERSON GROUP MEMBERS: SEA V MANAGEMENT, LLC GROUP MEMBERS: SPECTRUM EQUITY ASSOCIATES V, L.P. GROUP MEMBERS: SPECTRUM V INVESTMENT MANAGERS FUND, L.P. GROUP MEMBERS: VICTOR E. PARKER, JR. GROUP MEMBERS: WILLIAM P. COLLATOS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEMAND MEDIA INC. CENTRAL INDEX KEY: 0001365038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 204731239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86670 FILM NUMBER: 15538575 BUSINESS ADDRESS: STREET 1: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: (310) 917-6400 MAIL ADDRESS: STREET 1: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: Demand Media Inc DATE OF NAME CHANGE: 20060605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Equity Investors V L P CENTRAL INDEX KEY: 0001320123 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE 29TH FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-464-4600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE 29TH FL CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 d855889dsc13ga.htm FORM 13G/A Form 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Demand Media, Inc.

(Name of Issuer)

Common Stock, $.0001 par value per share

(Title of Class of Securities)

24802N109

(CUSIP Number)

August 1, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* 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).

 

 

 

  1   

NAMES OF REPORTING PERSONS

 

Spectrum Equity Investors V, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

Page 2 of 15

  1   

NAMES OF REPORTING PERSONS

 

Spectrum Equity Associates V, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

Page 3 of 15

  1   

NAMES OF REPORTING PERSONS

 

SEA V Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

Page 4 of 15

  1   

NAMES OF REPORTING PERSONS

 

Spectrum V Investment Managers’ Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

Page 5 of 15

  1   

NAMES OF REPORTING PERSONS

 

Brion B. Applegate

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 6 of 15

  1   

NAMES OF REPORTING PERSONS

 

William P. Collatos

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 7 of 15

  1   

NAMES OF REPORTING PERSONS

 

Randy J. Henderson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 8 of 15

  1   

NAMES OF REPORTING PERSONS

 

Kevin J. Maroni

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 9 of 15

  1   

NAMES OF REPORTING PERSONS

 

Christopher T. Mitchell

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 10 of 15

  1   

NAMES OF REPORTING PERSONS

 

Victor E. Parker, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,770,540

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,770,540

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,770,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 11 of 15

Item  1(a). Name of Issuer: Demand Media, Inc. (the “Issuer”).

 

Item  1(b). Address of Issuer’s Principal Executive Offices: 1299 Ocean Avenue, Suite 500, Santa Monica, CA 90401-1022.

 

Item  2(a). Names of Persons Filing: This statement is being filed by Spectrum Equity Investors V, L.P. (“SEI V”); Spectrum Equity Associates V, L.P. (“SEA V”), which is the sole general partner of SEI V; Spectrum V Investment Managers’ Fund, L.P. (“IMF V”); SEA V Management, LLC (“SEA V Management” and, together with SEI V, SEA V, and IMF V, the “Fund V Entities”), which is the sole general partner of SEA V and the sole general partner of IMF V; Brion B. Applegate (“Applegate”), William P. Collatos (“Collatos”), Randy J. Henderson (“Henderson”), Kevin J. Maroni (“Maroni”), Christopher T. Mitchell (“Mitchell”), and Victor E. Parker, Jr. (“Parker” and, together with Applegate, Collatos, Henderson, Maroni, and Mitchell, the “Managers”). The Managers are the individual managing directors of SEA V Management. The persons and entities named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item  2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of Collatos, Maroni, and Mitchell is Spectrum Equity Investors, One International Place, 35th Floor, Boston, MA 02110. The address of the principal business office of SEI V, SEA V, IMF V, SEA V Management, Applegate, Henderson, and Parker is Spectrum Equity Investors, 140 New Montgomery, 20th Floor, San Francisco, CA 94105.

 

Item  2(c). Citizenship: Each of SEI V, IMF V, and SEA V is a limited partnership organized under the laws of the State of Delaware. SEA V Management is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States of America citizen.

 

Item  2(d). Title of Class of Securities: Common Stock, $.0001 par value (“Common Stock”).

 

Item  2(e). CUSIP Number: 24802N109

 

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:

Not applicable.

 

Item  4. Ownership.

 

  (a) SEI V is the record owner of 2,756,688 shares of Common Stock as of December 31, 2014 (the “SEI V Shares”). As the sole general partner of SEI V, SEA V may be deemed to own beneficially the SEI V Shares. IMF V is the record owner of 13,852 shares of Common Stock as of December 31, 2014 (the “IMF V Shares” and, together with the SEI V Shares, the “Fund V Shares”). As the sole general partner of SEA V and the sole general partner of IMF V, SEA V Management may be deemed to own beneficially the Fund V Shares. As the individual managing directors of SEA V Management, each of the Managers may also be deemed to own beneficially the Fund V Shares. By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of the Fund V Entities may be deemed to share the power to direct the disposition and vote of the Fund V Shares for an aggregate of 2,770,540 shares.

 

Page 12 of 15

  (b) Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 19,579,408 shares of Common Stock reported by the Issuer to be outstanding as of November 6, 2014.

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote: See Line 5 of cover sheets.

 

  (ii) shared power to vote or to direct the vote: See Line 6 of cover sheets.

 

  (iii) sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.

 

  (iv) shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.

 

Item  5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item  6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item  7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item  8. Identification and Classification of Members of the Group.

Not applicable.

 

Item  9. Notice of Dissolution of Group.

Not applicable.

 

Item  10. Certification.

Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).

 

Page 13 of 15

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: January 21, 2015
Spectrum Equity Investors V, L.P.
By:  

Spectrum Equity Associates V, L.P.

its general partner

  By:  

SEA V Management, LLC

its general partner

    By:  

    *

      Randy J. Henderson
      Managing Director
Spectrum Equity Associates V, L.P.
By:  

SEA V Management, LLC

its general partner

    By:  

    *

      Randy J. Henderson
      Managing Director
SEA V Management, LLC
By:  

    *

  Randy J. Henderson
  Managing Director
Spectrum V Investment Managers’ Fund, L.P.
By:  

SEA V Management, LLC

    its general partner

    By:  

    *

      Randy J. Henderson
      Managing Director

    *

Brion B. Applegate

    *

William P. Collatos

 

Page 14 of 15

    *

Randy J. Henderson

    *

Kevin J. Maroni

    *

Christopher T. Mitchell

    *

Victor E. Parker, Jr.

 

*By:  

/s/ Randy J. Henderson

  Randy J. Henderson
  As attorney-in-fact

This Amendment No. 1 to the Schedule 13G was executed by Randy J. Henderson on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

 

Page 15 of 15

EX-99.1 2 d855889dex991.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Demand Media, Inc.

EXECUTED this 21st day of January, 2015.

Spectrum Equity Investors V, L.P.
By:  

Spectrum Equity Associates V, L.P.

its general partner

    By:  

SEA V Management, LLC

its general partner

    By:  

    *

      Randy J. Henderson
      Managing Director
Spectrum Equity Associates V, L.P.
By:  

SEA V Management, LLC

    its general partner

    By:  

    *

      Randy J. Henderson
      Managing Director
SEA V Management, LLC
By:  

    *

  Randy J. Henderson
  Managing Director
Spectrum V Investment Managers’ Fund, L.P.
By:  

SEA V Management, LLC

its general partner

    By:  

    *

      Randy J. Henderson
      Managing Director

    *

Brion B. Applegate

    *

William P. Collatos

    *

Randy J. Henderson

    *

Kevin J. Maroni

    *

Christopher T. Mitchell

    *

Victor E. Parker, Jr.

 

*By:  

/s/ Randy J. Henderson

  Randy J. Henderson
  As attorney-in-fact

This Agreement was executed by Randy J. Henderson on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

EX-99.2 3 d855889dex992.htm EXHIBIT 99.2 Exhibit 99.2

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Brion B. Applegate, William P. Collatos and Randy J. Henderson, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 17th day of February, 2009.

 

/s/ Brion B. Applegate

Brion B. Applegate

/s/ William P. Collatos

William P. Collatos

/s/ Benjamin M. Coughlin

Benjamin M. Coughlin

/s/ Randy J. Henderson

Randy J. Henderson

/s/ Michael J. Kennealy

Michael J. Kennealy

/s/ Kevin J. Maroni

Kevin J. Maroni

/s/ Christopher T. Mitchell

Christopher T. Mitchell

/s/ Victor E. Parker, Jr.

Victor E. Parker, Jr.