AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 (this “Amendment No.1”) to Schedule 13D amends the corresponding items in the Schedule 13D (the “Original Schedule 13D”) filed with the Commission by Mr. Sokol on April 14, 2015, as specifically set forth herein, and except as otherwise specified in this Amendment No. 1, all other items of the Original Schedule 13D remain unchanged in all material respects. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and restated as follows:
On April 4, 2016, 100,000 previously issued Options and 166,667 RSAs vested, representing more than 1% of the total shares of Issuer’s Class A common stock outstanding, necessitating the filing of this Amendment No. 1. The Reporting Person will continue to vest in his RSAs and Options as follows: (i) 100,000 shares of restricted Class A common stock will vest upon the fair market value of the Class A common stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following April 4, 2013 (the “Effective Date”); and (ii) options to purchase 250,000 shares will vest upon the fair market value of the Class A common stock price reaching or exceeding $15.00 per share on at least ten trading days (which need not be consecutive) following the Effective Date. In addition, it is currently expected that consistent with the terms of that certain Employment Agreement dated as of April 9, 2013 by and between the Reporting Person and the Issuer (the “Employment Agreement”) and past practice, that there may be future issuances of RSAs and Options to the Reporting Person. It is also currently expected that other employees, consultants and directors of the Issuer may be issued RSAs and Options by the Issuer (as well as continue to vest into existing Options and RSA grants), and as Chief Executive Officer, President and member of the Board, the Reporting Person will evaluate any such issuances.
It is the current intent of the Issuer to continue to grow through strategic acquisitions, and as Chief Executive Officer, President and member of the Board, the Reporting Person reviews and evaluates potential transactions and the consideration used, which may include Class A common stock.
Except as described above, The Reporting Person presently has no plans or proposals which relate to or would result in any action enumerated in subparagraphs (a) through (j) of the instructions for Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a) and (b) The Reporting Person is the beneficial owner of 1,006,553 shares of Class A common stock representing 6.4% of the Class A common stock, including 456,553 shares of Class A common stock and 550,000 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of April 4, 2016. Percentage ownership is based on 15,090,077 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“Commission”) on April 6, 2016 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. On a fully diluted basis, assuming conversion of all shares of the Issuer’s Class B common stock into shares of Class A common stock, the Reporting Person owns 2.2% of the Issuer’s capital stock. The Reporting Person has the sole power to dispose or direct the disposition of all of the shares of Class A common stock owned by him.
(c) On April 4, 2016, the date RSAs vested for the Reporting Person, the fair market value of the following Class A common stock shares was used to satisfy the Reporting Person's tax withholding obligations, as previously reported in the Reporting Person’s Form 4 report as filed with the Commission on April 6, 2016:
|Class A common stock Surrendered
Price Per Share ($)
(d) and (e) Not applicable.