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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 6)*
JAGUAR HEALTH, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title Class of Securities)
47010C409
(CUSIP Number)
Samuel Robinson
Sagard Capital Partners, L.P.
280 Park Avenue, 3rd Floor West
New York, NY 10017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 2019
(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 o.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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).
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CUSIP No. 47010C409 | |||||
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Name of Reporting Person: I.R.S. Identification No. of Above Person (Entities Only): 20-3332164 | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
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SEC Use Only | |||
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Source of Funds | |||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power: | |||
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Shared Voting Power: | ||||
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Sole Dispositive Power: | ||||
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Shared Dispositive Power: | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (11): | |||
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Type of Reporting Person: | |||
* Consists of (i) 5,524,926 shares of Series A Convertible Participating Preferred Stock, par value $0.0001 per share, each of which is convertible into voting common stock of the Issuer at the rate of approximately one share of voting common stock of the Issuer (as defined herein) for every 11.66666688 shares of Series A Convertible Participating Preferred Stock (after accounting for the effect of the Issuer’s June 7, 2019 1-for-70 reverse stock split) and (ii) the Bridge Warrant, as defined in Amendment No. 5 to this Schedule 13D, which is exercisable for 187,500 shares of voting common stock of the Issuer.
** Assumes (i) the conversion of shares of Series A Convertible Participating Preferred Stock into voting common stock of the Issuer, (ii) the exercise of the Bridge Warrant to purchase 187,500 shares of voting common stock of the Issuer and is based on 6,142,958 shares of voting common stock of the Issuer outstanding on August 2, 2019, calculated on an as-converted and as-exercised basis, based on information provided by the Issuer.
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CUSIP No. 47010C409 | |||||
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Name of Reporting Person: I.R.S. Identification No. of Above Person (Entities Only): 20-3331555 | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
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SEC Use Only | |||
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Source of Funds | |||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power: | |||
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Shared Voting Power: | ||||
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Sole Dispositive Power: | ||||
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Shared Dispositive Power: | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (11): | |||
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Type of Reporting Person: | |||
* See footnote on first page.
** See footnote on first page.
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CUSIP No. 47010C409 | |||||
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Name of Reporting Person: I.R.S. Identification No. of Above Person (Entities Only): 20-2402055 | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(b) |
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SEC Use Only | |||
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Source of Funds | |||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power: | |||
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Shared Voting Power: | ||||
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Sole Dispositive Power: | ||||
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Shared Dispositive Power: | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (11): | |||
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Type of Reporting Person: | |||
* See footnote on first page.
** See footnote on first page
Statement on Schedule 13D
This Amendment No. 6 (“Amendment No. 6”), filed on behalf of Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard”), Sagard Capital Partners GP, Inc., a Delaware corporation (“GP”), and Sagard Capital Partners Management Corp., a Delaware corporation (“Manager,” and together with Sagard and GP, the “Reporting Persons”), amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on April 2, 2018 (the “Schedule 13D”), as heretofore amended by Amendments No. 1-5 (the “Amendments”), relating to the voting common stock, $0.0001 par value per share (the “Voting Common Stock”), of Jaguar Health, Inc., a Delaware corporation (the “Issuer”). All capitalized terms used herein, unless otherwise defined herein, shall have the meanings set forth in the Schedule 13D, as amended by the Amendments.
Item 4.
Item 4 is hereby amended to include the following:
On July 26, 2019, in connection with the consummation of the Public Offering, as defined in Amendment No. 5 to this Schedule 13D, the Issuer paid to Sagard the entire outstanding balance of the principal and interest owing pursuant to the Bridge Note, as defined in Amendment No. 5 to this Schedule 13D. As a result, the Bridge Note has been cancelled and is no longer in effect.
The Bridge Warrant remains outstanding.
Because the Exercise Price, as defined in Amendment No. 5 to this Schedule 13D, was a floating price that was outside the control of Sagard and did not become fixed until the setting of the per share price in the Public Offering, the Reporting Persons were not previously able to calculate either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Bridge Warrant. The Issuer provided notice to the Reporting Persons as to the price per share of Voting Common Stock in the Public Offering which closed on July 23, 2019. As a result, the Exercise Price is now set at $2.00 per share. The change in the Reporting Persons’ percentage beneficial ownership reported in this Amendment No. 6 has resulted from (i) the setting of the Exercise Price and resulting determination of the number of Warrant Shares and (ii) additional issuances of Voting Common Stock by the Issuer, and is not due to any other purchase or sale activities by the Reporting Persons.
Item 5.
Item 5 is hereby amended and restated in its entirety as follows:
(a) The Reporting Persons beneficially own in the aggregate 661,065 shares of Voting Common Stock, which consists of (i) 473,565 shares of Voting Common Stock issuable upon the conversion of 5,524,926 shares of Preferred Stock directly held by Sagard and (ii) 187,500 shares of Voting Common Stock issuable upon the exercise of the Bridge Warrant directly held by Sagard.
Based on information provided by the Issuer, there are 6,142,958 shares of Voting Common Stock outstanding as of August 2, 2019. The Reporting Persons beneficially own (i) 5,524,926 shares of Preferred Stock, which are currently convertible into an aggregate of 473,565 Shares pursuant to the terms of the Certificate of Designation, as amended, and (ii) 187,500 Shares issuable upon the exercise of the Bridge Warrant. As a result, on an as-converted and as-exercised basis, each Reporting Person may be deemed to beneficially own 9.7% of the outstanding shares of Voting Common Stock.
Because the Exercise Price, as defined in Amendment No. 5, was a floating price that was outside the control of Sagard and did not become fixed until the setting of the per share price in the Public Offering,
the Reporting Persons were not previously able to calculate either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Bridge Warrant. The change in the Reporting Persons’ percentage beneficial ownership reported in this Amendment No. 6 has resulted from (i) the setting of the Exercise Price and resulting determination of the number of Warrant Shares and (ii) additional issuances of Voting Common Stock by the Issuer, and is not due to any other purchase or sale activities by the Reporting Persons.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by Power Corporation of Canada (“PCC”) and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership of shares of Voting Common Stock (on an as-converted and as-exercised basis) reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of August 2, 2019.
(b) Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 661,065 shares of Voting Common Stock; except that, as disclosed in Amendment No. 3 to this Schedule 13D, the COD Amendment limits the rights of the holders of Preferred Stock to vote with the Voting Common Stock on an as-converted basis, only if and to the extent required by Nasdaq Rule 5640.
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 661,065 shares of Voting Common Stock
The power to vote or direct the vote or to dispose or direct the disposition of the shares of Preferred Stock and/or shares of Voting Common Stock issuable upon conversion thereof reported herein is shared among the Reporting Persons.
(c) Other than as described in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities of The Issuer.
Item 6 is amended as follows:
See Item 4, as amended by this Amendment No. 6, for a description of the cancellation of the Bridge Note, with such description being incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Exhibits A-C are hereby amended and restated as set forth in the attached exhibits.
Exhibit A Persons Who may be Deemed to Control the Reporting Persons
Exhibit B Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp.
Exhibit C Executive Officers and Directors of Power Corporation of Canada, Sagard Holdings ULC, and the Trustees of the Trust
SIGNATURE
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.
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Date: |
August 7, 2019 |
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SAGARD CAPITAL PARTNERS, L.P. | ||
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By: |
Sagard Capital Partners GP, Inc., its general partner | |||
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By: |
/s/ Samuel Robinson | |||
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Name: |
Samuel Robinson | ||
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Title: |
President | ||
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SAGARD CAPITAL PARTNERS GP, INC. | ||||
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By: |
/s/ Samuel Robinson | |||
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Name: |
Samuel Robinson | ||
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Title: |
President | ||
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SAGARD CAPITAL PARTNERS MANAGEMENT CORP. | ||||
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By: |
/s/ Samuel Robinson | |||
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Name: |
Samuel Robinson | ||
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Title: |
President | ||
EXHIBIT A
Persons who may be Deemed to Control the Reporting Persons
Set forth below is the (i) name, (ii) principal business address and (iii) place of organization of each person who may be deemed, for purposes of this Statement, to control the Reporting Persons.
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(i) |
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4190297 Canada Inc. |
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(ii) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(iii) |
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Canada |
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(i) |
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Sagard Holdings ULC |
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(ii) |
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Suite 2600, 595 Burrard Street, Vancouver, British Columbia, Canada V7X IL3 |
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(iii) |
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British Columbia |
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(i) |
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Power Corporation of Canada |
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(ii) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(iii) |
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Canada |
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(i) |
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Pansolo Holding Inc. |
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(ii) |
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961 Churchill Avenue, Sudbury, Ontario, Canada P3A 4A3 |
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(iii) |
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Canada |
EXHIBIT B
Executive Officers and Directors of Sagard Capital Partners GP, Inc.
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Capital Partners GP, Inc.
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(i) |
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Samuel Robinson |
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(ii) |
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Director and Executive Officer (President) |
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(iii) |
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United States and United Kingdom |
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(iv) |
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Managing Director, Sagard Capital Partners, L.P. |
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(v) |
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280 Park Avenue, 3rd Floor West, New York, NY 10017 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Paul Desmarais, III |
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(ii) |
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Director and Executive Officer (Chairman and Chief Executive Officer) |
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(iii) |
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Canada |
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(iv) |
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Senior Vice-President, Power Corporation of Canada |
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(v) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Sacha Haque |
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(ii) |
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Executive Officer (General Counsel, Chief Compliance Officer and Secretary) |
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(iii) |
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Canada |
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(iv) |
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General Counsel, Chief Compliance Officer and Secretary, Sagard Holdings ULC |
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(v) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Adam Vigna |
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(ii) |
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Executive Officer (Chief Investment Officer) |
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(iii) |
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Canada |
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(iv) |
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Vice-President, Power Corporation of Canada |
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(v) |
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161 Bay Street, Suite 500, Toronto (Ontario), Canada M5J 2S1 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Stephan Klee |
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(ii) |
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Executive Officer (Chief Financial Officer, Treasurer and Controller) |
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(iii) |
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United States |
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(iv) |
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Chief Financial Officer, Sagard Capital Partners Management Corp. |
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(v) |
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280 Park Avenue, 3rd Floor West, New York, NY 10017 |
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(vi) |
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None |
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(vii) |
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None |
Executive Officers and Directors of Sagard Capital Partners Management Corp.
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Capital Partners Management Corp.
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(i) |
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Samuel Robinson |
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(ii) |
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Director and Executive Officer (President) |
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(iii) |
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United States and United Kingdom |
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(iv) |
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Managing Director, Sagard Capital Partners, L.P. |
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(v) |
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280 Park Avenue, 3rd Floor West, New York, NY 10017 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Paul Desmarais, III |
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(ii) |
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Director and Executive Officer (Chairman and Chief Executive Officer) |
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(iii) |
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Canada |
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(iv) |
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Senior Vice-President, Power Corporation of Canada |
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(v) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Sacha Haque |
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(ii) |
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Executive Officer (General Counsel, Chief Compliance Officer and Secretary) |
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(iii) |
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Canada |
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(iv) |
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General Counsel, Chief Compliance Officer and Secretary, Sagard Holdings ULC |
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(v) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Adam Vigna |
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(ii) |
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Executive Officer (Chief Investment Officer) |
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(iii) |
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Canada |
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(iv) |
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Vice-President, Power Corporation of Canada |
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(v) |
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161 Bay Street, Suite 500, Toronto (Ontario), Canada M5J 2S1 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Stephan Klee |
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(ii) |
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Executive Officer (Chief Financial Officer) |
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(iii) |
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United States |
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(iv) |
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Chief Financial Officer, Sagard Capital Partners Management Corp. |
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(v) |
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280 Park Avenue, 3rd Floor West, New York, NY 10017 |
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(vi) |
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None |
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(vii) |
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None |
EXHIBIT C
Executive Officers and Directors of Power Corporation of Canada
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, and (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Power Corporation of Canada.
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Pierre Beaudoin |
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(ii) |
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Director |
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(iii) |
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Canada |
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(iv) |
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Chairman of the Board, Bombardier Inc. |
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(v) |
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800 René-Lévesque Blvd. West, 29th Floor, Montréal (Québec), Canada H3B 1Y8 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Marcel R. Coutu |
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(ii) |
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Director |
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(iii) |
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Canada |
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(iv) |
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Director, Brookfield Asset Management, Inc. |
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(v) |
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3358 8th Avenue S.W., Suite 1700, Calgary (Alberta), Canada T2P 1C9 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Christian Noyer |
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(ii) |
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Director |
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(iii) |
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France |
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(iv) |
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Company Director |
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(v) |
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9, rue de Valois, 2nd floor, 75001 Paris, France |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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André Desmarais |
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(ii) |
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Director and Executive Officer |
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(iii) |
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Canada |
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(iv) |
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Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada |
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(v) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Paul Desmarais, Jr. |
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(ii) |
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Director and Executive Officer |
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(iii) |
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Canada |
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(iv) |
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Chairman and Co-Chief Executive Officer, Power Corporation of Canada |
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(v) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Anthony R. Graham |
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(ii) |
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Director |
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(iii) |
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Canada |
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(iv) |
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Vice-Chairman, Wittington Investments, Limited |
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(v) |
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22 St. Clair Avenue East, Suite 2001, Toronto (Ontario), Canada M4T 2S7 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Isabelle Marcoux |
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(ii) |
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Director |
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(iii) |
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Canada |
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(iv) |
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Chair of the Board, Transcontinental Inc. |
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(v) |
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1 Place Ville-Marie, Suite 3240, Montréal (Québec), Canada H3B 0G1 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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R. Jeffrey Orr |
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(ii) |
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Director |
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(iii) |
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Canada |
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(iv) |
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President and Chief Executive Officer, Power Financial Corporation |
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(v) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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Michel Plessis-Bélair |
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(ii) |
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Executive Officer |
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(iii) |
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Canada |
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(iv) |
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Vice-Chairman, Power Corporation of Canada |
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(v) |
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751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
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(vi) |
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None |
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(vii) |
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None |
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(i) |
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J. David A. Jackson |
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(ii) |
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Director |
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(iii) |
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Canada |
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(iv) |
|
Partner Emeritus and Senior Counsel, Blake, Cassels & Graydon LLP |
|
(v) |
|
199 Bay Street, Suite 4000, Commerce Court W., Toronto (Ontario), Canada M5L 1A9 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
T. Timothy Ryan, Jr. |
|
(ii) |
|
Director |
|
(iii) |
|
United States of America |
|
(iv) |
|
Company Director |
|
(v) |
|
10295 Collins Avenue, Unit 404, Bal Harbour, FL, USA 33154 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Emőke J.E. Szathmáry |
|
(ii) |
|
Director |
|
(iii) |
|
Canada |
|
(iv) |
|
President Emeritus, University of Manitoba |
|
(v) |
|
70 Dysart Road, Room 112, Winnipeg (Manitoba), Canada R3T 2M6 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Gregory D. Tretiak |
|
(ii) |
|
Executive Officer |
|
(iii) |
|
Canada |
|
(iv) |
|
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Claude Genéréux |
|
(ii) |
|
Executive Officer |
|
(iii) |
|
Canada |
|
(iv) |
|
Executive Vice-President, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Stéphane Lemay |
|
(ii) |
|
Executive Officer |
|
(iii) |
|
Canada |
|
(iv) |
|
Vice-President, General Counsel and Secretary, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Luc Reny |
|
(ii) |
|
Executive Officer |
|
(iii) |
|
Canada |
|
(iv) |
|
Vice-President, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Gary A. Doer |
|
(ii) |
|
Director |
|
(iii) |
|
Canada |
|
(iv) |
|
Company Director |
|
(v) |
|
1 Lombard, suite 2600, Winnipeg (Manitoba), Canada R3B OX5 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Paul Desmarais, III |
|
(ii) |
|
Executive Officer |
|
(iii) |
|
Canada |
|
(iv) |
|
Senior Vice-President, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Olivier Desmarais |
|
(ii) |
|
Executive Officer |
|
(iii) |
|
Canada |
|
(iv) |
|
Senior Vice-President, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
(i) |
|
Denis Le Vasseur |
|
(ii) |
|
Executive Officer |
|
(iii) |
|
Canada |
|
(iv) |
|
Vice-President and Controller, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
Executive Officers and Directors of Sagard Holdings ULC
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Holdings ULC.
|
(i) |
|
Paul Desmarais, III |
|
(ii) |
|
Director and Executive Officer (Chairman and Chief Executive Officer) |
|
(iii) |
|
Canada |
|
(iv) |
|
Senior Vice-President, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Denis Le Vasseur |
|
(ii) |
|
Director |
|
(iii) |
|
Canada |
|
(iv) |
|
Vice-President and Controller, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Samuel Robinson |
|
(ii) |
|
Director and Executive Officer (President) |
|
(iii) |
|
United States and United Kingdom |
|
(iv) |
|
Managing Director, Sagard Capital Partners, L.P. |
|
(v) |
|
280 Park Avenue, 3rd Floor West, New York, NY 10017 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Sacha Haque |
|
(ii) |
|
Executive Officer (General Counsel and Secretary) |
|
(iii) |
|
Canada |
|
(iv) |
|
General Counsel, Chief Compliance Officer and Secretary, Sagard Holdings ULC |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Adam Vigna |
|
(ii) |
|
Executive Officer (Chief Investment Officer) |
|
(iii) |
|
Canada |
|
(iv) |
|
Vice-President, Power Corporation of Canada |
|
(v) |
|
161 Bay Street, Suite 500, Toronto (Ontario), Canada M5J 2S1 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Stephan Klee |
|
(ii) |
|
Executive Officer (Chief Financial Officer, Treasurer and Controller) |
|
(iii) |
|
United States |
|
(iv) |
|
Chief Financial Officer, Sagard Capital Partners Management Corp. |
|
(v) |
|
280 Park Avenue, 3rd Floor West, New York, NY 10017 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
(i) |
|
Colin Hall |
|
(ii) |
|
Director |
|
(iii) |
|
United States |
|
(iv) |
|
Head of Investments, Groupe Bruxelles Lambert |
|
(v) |
|
24 Avenue Marnix, 1000 Brussels, Belgium |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Gregory D. Tretiak |
|
(ii) |
|
Director |
|
(iii) |
|
Canada |
|
(iv) |
|
Executive Vice President and Chief Financial Officer, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montreal (Quebec), Canada, H24 253 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Amaury de Seze |
|
(ii) |
|
Director |
|
(iii) |
|
France |
|
(iv) |
|
Vice Chairman, Power Financial Corporation |
|
(v) |
|
24 Avenue Marnix, 1000 Brussels, Belgium |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Brian Walsh |
|
(ii) |
|
Director |
|
(iii) |
|
United States and Canada |
|
(iv) |
|
Head Principal and Chief Strategist, Titan Advisors LLC |
|
(v) |
|
750 Washington, Blvd, 10th Floor, Stamford, CT, 06901 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Susan J. McArthur |
|
(ii) |
|
Director |
|
(iii) |
|
United States and Canada |
|
(iv) |
|
Corporate Director, Power Financial Corporation and Great-West Lifeco Inc. |
|
(v) |
|
71 Astley Avenue, Toronto, (Ontario) M4W 3B5, Canada |
|
(vi) |
|
None |
|
(vii) |
|
None |
Trustees of The Desmarais Family Residuary Trust
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, and (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the trustees of The Desmarais Family Residuary Trust, other than Sophie Desmarais.
|
(i) |
|
Paul Desmarais, Jr. |
|
(ii) |
|
Trustee |
|
(iii) |
|
Canada |
|
(iv) |
|
Chairman and Co-Chief Executive Officer, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
André Desmarais |
|
(ii) |
|
Trustee |
|
(iii) |
|
Canada |
|
(iv) |
|
Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Michel Plessis-Bélair |
|
(ii) |
|
Trustee |
|
(iii) |
|
Canada |
|
(iv) |
|
Vice-Chairman, Power Corporation of Canada |
|
(v) |
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3 |
|
(vi) |
|
None |
|
(vii) |
|
None |
|
|
|
|
|
(i) |
|
Guy Fortin |
|
(ii) |
|
Trustee |
|
(iii) |
|
Canada |
|
(iv) |
|
Attorney |
|
(v) |
|
759 Square Victoria, Montréal (Québec), Canada H2Y 2J7 |
|
(vi) |
|
None |
|
(vii) |
|
None |