0001398344-15-006412.txt : 20150923 0001398344-15-006412.hdr.sgml : 20150923 20150923154611 ACCESSION NUMBER: 0001398344-15-006412 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150923 DATE AS OF CHANGE: 20150923 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY FURNITURE CO INC. CENTRAL INDEX KEY: 0000797465 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 541272589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37720 FILM NUMBER: 151121079 BUSINESS ADDRESS: STREET 1: 200 NORTH HAMILTON STREET STREET 2: NO. 200 CITY: HIGH POINT STATE: NC ZIP: 27260 BUSINESS PHONE: 3368847700 MAIL ADDRESS: STREET 1: 200 NORTH HAMILTON STREET STREET 2: NO. 200 CITY: HIGH POINT STATE: NC ZIP: 27260 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC/ DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY INTERIORS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hale Partnership Capital Management, LLC CENTRAL INDEX KEY: 0001602824 IRS NUMBER: 272999628 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3335 PARK SOUTH STATION BLVD CITY: CHARLOTTE STATE: NC ZIP: 28210 BUSINESS PHONE: 704-970-2012 MAIL ADDRESS: STREET 1: 3335 PARK SOUTH STATION BLVD CITY: CHARLOTTE STATE: NC ZIP: 28210 SC 13D/A 1 fp0016115_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 3)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Stanley Furniture Company, Inc.
(Name of Issuer)

Common Stock, Par Value $0.02 Per Share
(Title of Class of Securities)

854305208
(CUSIP Number)
 
Steven A. Hale II
Manager
Hale Partnership Capital Management, LLC
5960 Fairview Road, Suite 432
Charlotte, NC 28210
(704) 970-2012
Justyn R. Putnam
Managing Member
TALANTA Investment
Group, LLC
401 N. Tryon Street, 10th Floor
Charlotte, NC 28202
(704) 904-1450
with a copy to
Jeffrey T. Skinner
Kilpatrick Townsend
& Stockton LLP
1001 West Fourth Street
Winston-Salem, NC 27101-2400
(336) 607-7512
 

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

September 23, 2015
(Date of Event Which Requires Filing of This Statement)

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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box       [   ]

(Continued on following pages)


CUSIP NO.                          854305208
13D/A
Page 2

1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
601,965 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
601,965 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
601,965 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
OO, IA
 


CUSIP NO.                          854305208
13D/A
Page 3

1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
601,965 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
601,965 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
601,965 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
OO
 


CUSIP NO.                          854305208
13D/A
Page 4

1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP FUND, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
548,296 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
548,296 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
548,296 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
PN
 


CUSIP NO.                          854305208
13D/A
Page 5

1
NAMES OF REPORTING PERSONS
 
MGEN II – HALE FUND, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
53,669 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
53,669 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
53,669 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.4% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
PN
 


CUSIP NO.                          854305208
13D/A
Page 6

1
NAMES OF REPORTING PERSONS
 
STEVEN A. HALE II
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
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
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
601,965 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
601,965 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
601,965 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
IN
 


CUSIP NO.                          854305208
13D/A
Page 7

1
NAMES OF REPORTING PERSONS
 
TALANTA INVESTMENT GROUP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
358,642 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
358,642 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
358,642 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
OO
 


CUSIP NO.                          854305208
13D/A
Page 8

1
NAMES OF REPORTING PERSONS
 
TALANTA FUND, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
358,642 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
358,642 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
358,642 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
PN
 


CUSIP NO.                          854305208
13D/A
Page 9

1
NAMES OF REPORTING PERSONS
 
JUSTYN R. PUTNAM
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
 
8
SHARED VOTING POWER
 
358,642 Shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
 
10
SHARED DISPOSITIVE POWER
 
358,642 Shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
358,642 Shares of Common Stock
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4% of the outstanding Common Stock (based on 14,911,453 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2015)
 
14
TYPE OF REPORTING PERSON
 
IN
 


AMENDMENT NO. 3 TO SCHEDULE 13D

Reference is hereby made to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on December 22, 2014, as amended by that certain Amendment No. 1 to Schedule 13D filed with the SEC on December 30, 2014 and that certain Amendment No. 2 to Schedule 13D filed with the SEC on February 13, 2015 (collectively the “Schedule 13D”), filed by the Reporting Persons with respect to the shares of Common Stock, $0.02 par value (“Common Stock”), issued by Stanley Furniture Company, Inc. (the “Issuer”).

The following items of the Schedule 13D are hereby amended to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

All purchases of the Common Stock of the Issuer have been made by or on behalf of the Funds using the investment capital of the Funds.  The aggregate purchase price of the 960,607 shares of Common Stock acquired was approximately $2,552,281.32 (excluding brokerage commissions and transaction costs).

Item 5. Interest in Securities of the Issuer

Item 5(a) – (b) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

(a) - (b)  The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.

The reported shares are beneficially owned by the Funds, with Hale Fund I owning 548,296 shares of Common Stock, Hale Fund II owning 53,669 shares of Common Stock, and TALANTA Fund owning 358,642 shares of Common Stock.

Hale Adviser, as the investment manager of the Hale Funds, Hale GP, as the general partner of the Hale Funds, and Mr. Hale, as the sole manager of Hale Adviser and Hale GP, may be deemed to have the power to direct the voting and disposition of shares of Common Stock beneficially owned by the Hale Funds, and consequently Hale Adviser, Hale GP and Mr. Hale may be deemed to possess indirect beneficial ownership of such shares.  Hale Adviser, Hale GP and Mr. Hale disclaim beneficial ownership of such shares for all other purposes.

TALANTA GP, as general partner of the TALANTA Fund, and Mr. Putnam, as managing member of TALANTA GP, may be deemed to have the power to direct the voting and disposition of shares of Common Stock beneficially owned by the TALANTA Fund, and consequently TALANTA GP and Mr. Putnam may be deemed to possess indirect beneficial ownership of such shares.  TALANTA GP and Mr. Putnam disclaim beneficial ownership of such shares for all other purposes.

Item 5(c) of the Schedule 13D is hereby amended with the addition of the following:

(c)            The following table sets forth all transactions with respect to the Common Stock by the Reporting Persons in the last 60 days.

Beneficial
Ownership
Transaction
Date
Quantity
Purchased
Price per Share
(excluding commission)
How
Effected
Hale Partnership Fund, LP
8/31/2015
92
$2.80
Open Market
Hale Partnership Fund, LP
9/1/2015
13,559
$2.80
Open Market
Hale Partnership Fund, LP
9/4/2015
1,579
$2.79
Open Market
Hale Partnership Fund, LP
9/10/2015
58
$2.78
Open Market
Hale Partnership Fund, LP
9/11/2015
910
$2.78
Open Market
MGEN-II Hale Fund, LP
8/31/2015
10
$2.80
Open Market
MGEN-II Hale Fund, LP
9/1/2015
1,339
$2.80
Open Market
MGEN-II Hale Fund, LP
9/4/2015
156
$2.79
Open Market
MGEN-II Hale Fund, LP
9/10/2015
6
$2.78
Open Market
MGEN-II Hale Fund, LP
9/11/2015
90
$2.78
Open Market
Talanta Fund, L.P.
7/27/2015
5,200
$2.85
Open Market
Talanta Fund, L.P.
7/30/2015
1,598
$2.86
Open Market
Talanta Fund, L.P.
8/24/2015
264
$2.86
Open Market
Talanta Fund, L.P.
8/25/2015
9,736
$2.86
Open Market
Talanta Fund, L.P.
8/27/2015
100
$2.81
Open Market
Talanta Fund, L.P.
9/1/2015
26,222
$2.80
Open Market
Talanta Fund, L.P.
9/2/2015
10,000
$2.81
Open Market
Talanta Fund, L.P.
9/3/2015
20,000
$2.81
Open Market
Talanta Fund, L.P.
9/4/2015
16,761
$2.80
Open Market
Talanta Fund, L.P.
9/8/2015
5,000
$2.81
Open Market
Talanta Fund, L.P.
9/9/2015
8,928
$2.81
Open Market
Talanta Fund, L.P.
9/10/2015
5,000
$2.80
Open Market
Talanta Fund, L.P.
9/11/2015
2,263
$2.81
Open Market
Talanta Fund, L.P.
9/14/2015
2,884
$2.80
Open Market
Talanta Fund, L.P.
9/15/2015
978
$2.81
Open Market
Talanta Fund, L.P.
9/16/2015
100
$2.81
Open Market
Talanta Fund, L.P.
9/17/2015
3,577
$2.81
Open Market
Talanta Fund, L.P.
9/18/2015
345
$2.81
Open Market

Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
 
Date:  September 23, 2015
 
 
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
 
 
By:          /s/ Steven A. Hale II
Name:     Steven A. Hale II
Title:        Manager
   
 
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
 
By:          /s/ Steven A. Hale II 
Name:     Steven A. Hale II
Title:        Manager
 
HALE PARTNERSHIP FUND, LP
 
 
By:          Hale Partnership Capital Advisors, LLC,
               its General Partner
 
               By:          /s/ Steven A. Hale II
               Name:     Steven A. Hale II
               Title:        Manager
 
 
MGEN II – HALE FUND, LP
 
 
By:          Hale Partnership Capital Advisors, LLC,
               its General Partner
 
               By:          /s/ Steven A. Hale II
               Name:     Steven A. Hale II
               Title:        Manager
 
 
/s/ Steven A. Hale II
STEVEN A. HALE II


 
TALANTA INVESTMENT GROUP, LLC
 
 
By:          /s/ Justyn R. Putnam
Name:     Justyn R. Putnam
Title:        Managing Member
   
 
TALANTA FUND, LP
 
 
By:          TALANTA Investment Group, LLC,
               its General Partner
 
               By:          /s/ Justyn R. Putnam  
               Name:     Justyn R. Putnam
               Title:        Managing Member
 
 
/s/ Justyn R. Putnam
JUSTYN R. PUTNAM