0001193125-12-476219.txt : 20121120 0001193125-12-476219.hdr.sgml : 20121120 20121120060201 ACCESSION NUMBER: 0001193125-12-476219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121120 DATE AS OF CHANGE: 20121120 GROUP MEMBERS: GEI CAPITAL V, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE V, L.P. GROUP MEMBERS: GREEN V HOLDINGS, LLC GROUP MEMBERS: JONATHAN A. SEIFFER GROUP MEMBERS: JONATHAN D. SOKOLOFF GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP MANAGEMENT, INC. GROUP MEMBERS: THYME COINVEST, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHOLE FOODS MARKET INC CENTRAL INDEX KEY: 0000865436 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 741989366 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42732 FILM NUMBER: 121216411 BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: 5124774455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 IRS NUMBER: 205864271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D/A 1 d441973dsc13da.htm SCHEDULE 13D AMENDMENT NO. 13 Schedule 13D Amendment No. 13

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)*

 

 

 

Whole Foods Market, Inc.

(Name of Issuer)

 

 

 

Common Stock, no par value

(Title of Class of Securities)

 

966837106

(CUSIP Number)

 

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 19, 2012

(Date of Event Which Requires Filing of Statement on Schedule 13D)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ¨

 

* 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 disclosures provided in a prior cover page.

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).

 

 

 

CUSIP No. 966837106    Schedule 13D/A    Page 2 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green Equity Investors V, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  x        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,177,218 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.2% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012

(14)

  

Type of Reporting Person (See Instructions):

 

PN

 

CUSIP No. 966837106    Schedule 13D/A    Page 3 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green Equity Investors Side V, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  x        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,177,218 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.2% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012

(14)

  

Type of Reporting Person (See Instructions):

 

PN

 

CUSIP No. 966837106    Schedule 13D/A    Page 4 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Thyme Coinvest, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  x        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,177,218 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.2% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012    

(14)

  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

 

CUSIP No. 966837106    Schedule 13D/A    Page 5 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

GEI Capital V, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,177,218 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.2% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012

(14)

  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

 

CUSIP No. 966837106    Schedule 13D/A    Page 6 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green V Holdings, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

0

 

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,177,218 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.2% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012

(14)

  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

 

CUSIP No. 966837106    Schedule 13D/A    Page 7 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Leonard Green & Partners, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0    

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,177,218 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.2% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012

(14)

  

Type of Reporting Person (See Instructions):

 

PN

 

CUSIP No. 966837106    Schedule 13D/A    Page 8 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

LGP Management, Inc.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,177,218 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.2% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012

(14)

  

Type of Reporting Person (See Instructions):

 

CO

 

CUSIP No. 966837106    Schedule 13D/A    Page 9 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Jonathan D. Sokoloff

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

451,392

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

451,392

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,628,610 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.4% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012

(14)

  

Type of Reporting Person (See Instructions):

 

IN

 

CUSIP No. 966837106    Schedule 13D/A    Page 10 of 14 Pages

 

  (1)   

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Jonathan A. Seiffer

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨

 

  (6)  

Citizenship or Place of Organization:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

151,154

     (8)   

Shared Voting Power

 

2,177,218 shares of Common Stock

     (9)   

Sole Dispositive Power

 

151,154

   (10)   

Shared Dispositive Power

 

2,177,218 shares of Common Stock

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,328,372 shares of Common Stock

(12)

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

(13)

  

Percent of Class Represented by Amount in Row (11):

 

1.3% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012

(14)

  

Type of Reporting Person (See Instructions):

 

IN

CUSIP No. 966837106    Schedule 13D/A    Page 11 of 14 Pages

 

ITEM 1. SECURITY AND ISSUER

This Amendment No. 13 to Schedule 13D (this “Amendment”) relates to shares of common stock, no par value (the “Common Stock”), of Whole Foods Market, Inc., a Texas corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is 550 Bowie Street, Austin, Texas 78703.

 

ITEM 2. IDENTITY AND BACKGROUND

The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

 

  (a) GEI V is the record owner of 1,030,297 shares of Common Stock as of the date of this statement. GEI Side V is the record owner of 1,063,628 shares of Common Stock as of the date of this statement. Thyme is the record owner of 82,153 shares of Common Stock as of the date of this statement. LGP is the record owner of 1,140 restricted shares of Common Stock as of the date of this statement. Mr. Seiffer holds, directly or indirectly, an aggregate of 151,154 shares of Common Stock as of the date of this statement. Mr. Sokoloff holds, directly or indirectly, an aggregate of 451,392 shares of Common Stock as of the date of this statement.

The names of the directors and executive officers of LGPM are set forth on Schedule 1, which is incorporated herein by reference.

 

ITEM 4. PURPOSE OF TRANSACTION

On November 19, 2012, GEI V and GEI Side V issued instructions to their transfer agent requesting the immediate distribution of 7,457,401 and 1,482,408 shares of Common Stock, respectively, to certain limited partners of GEI V and GEI Side V, pro rata in accordance with such limited partners’ respective partnership interests in GEI V and GEI Side V (the “Distribution”). Certain of the limited partners of GEI V and GEI Side V have elected to receive cash in lieu of in-kind distributions (the “Electing Partners”). Therefore, immediately after giving effect to the Distribution, GEI V and GEI Side V will hold 1,030,297 and 1,063,628 shares of Common Stock, respectively, for the benefit of the Electing Partners (the “Retained Shares”), to be sold on behalf of the Electing Partners. GEI V and GEI Side V expect to dispose of the Retained Shares on behalf of the Electing Partners through a series of sales transactions on the open market, which may include block trades or sales at the market. Thyme intends to issue instructions to its transfer agent requesting the immediate distribution of all of its shares of Common Stock to its members, pro rata in accordance with their respective membership interests in Thyme. As of the date hereof, the Reporting Persons disclaim beneficial ownership of the Retained Shares for all purposes.

CUSIP No. 966837106    Schedule 13D/A    Page 12 of 14 Pages

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

 

Reporting

Persons

    Number of
Shares With
Sole Voting and
Dispositive
Power		    Number of
Shares With
Shared Voting
and Dispositive
Power		    Aggregate
Number of
Shares
Beneficially
Owned		    Percentage
of Class
Beneficially
Owned

GEI V

    0    2,177,218    2,177,218    1.2%

GEI Side V

    0    2,177,218    2,177,218    1.2%

Thyme

    0    2,177,218    2,177,218    1.2%

Jonathan D. Sokoloff

    451,392    2,177,218    2,628,610    1.4%

Jonathan A. Seiffer

    151,154    2,177,218    2,328,372    1.3%

Other Reporting Persons

    0    2,177,218    2,177,218    1.2%

 

  (c) Except as described in Item 4, the Reporting Persons have not effected any transactions in the Common Stock since the previously filed amendment to Schedule 13D.

 

  (d) Not applicable.

 

  (e) As a result of the transactions described in Item 4, as of November 19, 2012, the Reporting Persons ceased to be beneficial owners of more than 5% of the Common Stock.

 

ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Except as described in Item 4, the Reporting Persons have no contracts, arrangements, understandings or relationships with respect to the Common Stock.

CUSIP No. 966837106    Schedule 13D/A    Page 13 of 14 Pages

 

SIGNATURE

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

Dated as of November 20, 2012

 

Green Equity Investors V, L.P.

By:

   GEI Capital V, LLC, its General Partner

By:

  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Manager

Green Equity Investors Side V, L.P.

By:

   GEI Capital V, LLC, its General Partner

By:

  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Manager

Thyme Coinvest, LLC

By:

   Leonard Green & Partners, L.P., its Manager

By:

   LGP Management, Inc., its General Partner
By:  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Executive Vice President and Managing Partner
GEI Capital V, LLC

By:

  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Manager

Green V Holdings, LLC

By:

  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Manager

CUSIP No. 966837106    Schedule 13D/A    Page 14 of 14 Pages

 

Leonard Green & Partners, L.P.

By:

   LGP Management, Inc., its General Partner

By:

  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Executive Vice President
  and Managing Partner

LGP Management, Inc.

By:

  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan D. Sokoloff
  Executive Vice President
  and Managing Partner

By:

  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan D. Sokoloff

By:

  

        /s/ Cody L. Franklin

  Cody L. Franklin, as Attorney-in-Fact for
  Jonathan A. Seiffer

SCHEDULE 1

Directors and Executive Officers of LGPM

 

Name

   

Position with LGPM

John G. Danhakl

    Executive Vice President and Managing Partner

Peter J. Nolan

    Executive Vice President and Managing Partner

Jonathan D. Sokoloff

    Executive Vice President and Managing Partner

Jonathan A. Seiffer

    Senior Vice President

John M. Baumer

    Senior Vice President

Timothy J. Flynn

    Senior Vice President

James D. Halper

    Senior Vice President

Michael J. Connolly

    Senior Vice President

Todd M. Purdy

    Senior Vice President

Michael S. Solomon

    Senior Vice President

Michael Gennaro

    Chief Operating Officer and Secretary

Cody L. Franklin

    Chief Financial Officer and Assistant Secretary

Lily W. Chang

    Vice President – Procurement

Lance J.T. Schumacher

    Vice President – Tax

Usama N. Cortas

    Principal

J. Kristofer Galashan

    Principal

Alyse M. Wagner

    Principal

Michael J. Kirton

    Vice President

Oliver U. Nordlinger

    Vice President

Adam T. Levyn

    Vice President

John J. Yoon

    Vice President