CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
Galaxy Universal 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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
|
CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
Galaxy Apex Merger Sub, 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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
Galaxy Intermediate 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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
|
CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
Gainline Galaxy 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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
|
CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
GEF Galaxy Splitter LP
|
||
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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
Gainline Equity Fund GP 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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
|
CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
Gainline Capital Holdings GP, 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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
|
CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
Ulric Thomas Sullivan
|
||
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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
|
|
8
|
SHARED VOTING POWER
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 03755M102
|
1
|
NAMES OF REPORTING PERSONS
Allan Weinstein
|
||
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)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
|
|
8
|
SHARED VOTING POWER
167,680 (see Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
167,680 (see Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,680 (see Item 5)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6% (see Item 5) (based on 566,929 shares of Common Stock outstanding as of the close of business on January 30, 2021)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(a)
|
This Statement is being filed jointly on behalf of (i) Galaxy Universal LLC, a Delaware limited liability company (“Parent”), (ii) Galaxy Apex Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
(iii) Galaxy Intermediate LLC, a Delaware limited liability company (“Galaxy Intermediate”), (iv) Gainline Galaxy Holdings LLC, a Delaware limited liability company (“Holdings”), (v) GEF Galaxy Splitter LP, a Delaware limited
partnership (“GEF Galaxy”), (vi) Gainline Equity Fund GP LLC, a Delaware limited liability company (“Gainline Equity”), (vii) Gainline Capital Holdings GP, LLC, a Delaware limited liability company (“Gainline Capital”),
(viii) Ulric Thomas Sullivan, an individual (“Sullivan”), and (ix) Allan Weinstein, an individual (“Weinstein”, and together with Parent, Merger Sub, Galaxy Intermediate, GEF Galaxy, Gainline Equity, Gainline Capital, and
Sullivan, the “Reporting Persons”).
|
(b)
|
The address of the principal business and principal office of each of the Reporting Persons is c/o Gainline Capital Partners LP, 700 Canal Street, 5th Floor, Stamford, CT 06902. Schedule I,
Schedule II, Schedule III, Schedule IV, Schedule V, and Schedule VI hereto set forth the principal business address of each Scheduled Person.
|
(c)
|
Parent, Merger Sub, Galaxy Intermediate, Holdings and GEF Galaxy are newly formed entities organized by Gainline Equity for the purpose of consummating the transactions contemplated by the Merger Agreement
(defined below in Item 4). The principal business of Gainline Equity is acting as the general partner of certain funds that make private equity and related investments. The principal business of Gainline Capital is acting as the sole
member of Gainline Equity and the general partner of Gainline Capital Partners LP and certain related entities. The principal occupation or employment of Sullivan is Managing Principal of Gainline Capital Partners LP. The principal
occupation or employment of Weinstein is Managing Principal of Gainline Capital Partners LP. Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, and Schedule VI hereto set forth
the principal occupation or employment of each Scheduled Person.
|
(d)
|
During the last five years, none of the Reporting Persons nor any of the Scheduled Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
During the last five years, none of the Reporting Persons nor any of the Scheduled Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such
laws.
|
(f)
|
Parent, Merger Sub, Galaxy Intermediate, Holdings, GEF Galaxy, Gainline Equity, and Gainline Capital are organized under the laws of the State of Delaware. Sullivan and Weinstein are United States citizens.
Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, and Schedule VI hereto set forth the citizenship of each Scheduled Person.
|
(a)
|
The percentages used herein are calculated based upon the 566,929 shares of Common Stock as of the close of business on January 30, 2021, as set forth in the Merger Agreement. The Supporting Stockholders
collectively own 167,680 shares of Common Stock. The Reporting Persons, for the purpose of Rule 13d-3 under the Exchange Act, therefore may, by reason of the execution and delivery of the Voting Agreements, be deemed to share beneficial
ownership over 167,680 shares of Common Stock, which would represent 29.6% of the Common Stock of Apex, issued and outstanding as of the close of business on January 30, 2021, as disclosed in the Merger Agreement. Other than for the
purposes of Rule 13d-3 under the Act, the Reporting Persons expressly disclaim such beneficial ownership, and nothing herein shall be deemed to be an admission by the Reporting Persons as to the beneficial ownership of such shares. To the
Reporting Persons’ knowledge, no shares of Common Stock are beneficially owned by any Scheduled Person.
|
(b)
|
The Reporting Persons, by reason of the execution and delivery of the Voting Agreements, may be deemed to have shared dispositive and voting power with the Supporting Stockholders with respect to 167,680
shares of Common Stock, representing approximately 29.6% of the Common Stock of Apex, issued and outstanding as of the close of business on January 30, 2021, as disclosed in the Merger Agreement. Neither the filing of this Statement nor any
of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act or for any other purpose.
The Reporting Persons (i) are not entitled to any rights as a stockholder of Apex as to the Subject Shares, except as otherwise expressly provided in the Voting Agreements, and (ii) have no power to vote, direct the voting of, dispose of,
or direct the disposal of, any shares of Common Stock other than the power provided pursuant to the Voting Agreements.
|
(c)
|
Except as described in this Statement (including the schedules to this Statement), during the last sixty (60) days there were no transactions in the Common Stock effected by the Reporting Persons.
|
(d) |
Except as set forth in this Item 5 and for persons referred to in Item 2 above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock that
may be deemed to be beneficially owned by the Reporting Persons.
|
(e) | Not applicable. |
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Exhibit 99.1
|
Joint Filing Agreement, dated February 24, 2021, by and among the Reporting Persons.
|
Exhibit 99.2
|
Agreement and Plan of Merger, dated February 16, 2021, by and among Galaxy Universal LLC, Galaxy Apex Merger Sub, Inc. Apex Global Brands Inc. and Eugene Robin, solely with respect to Sections 2.09, 6.18, 6.22
and 6.23 thereof and in his capacity as representative, agent and attorney-in-fact (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 19, 2021).
|
Exhibit 99.3
|
Voting Agreement, dated February 16, 2021, by and between Galaxy Universal LLC and Cove Street Capital.
|
Exhibit 99.4
|
Voting Agreement, dated February 16, 2021, by and between Galaxy Universal LLC and Henry Stupp.
|
Exhibit 99.5
|
Voting Agreement, dated February 16, 2021, by and between Galaxy Universal LLC and Patricia Johnson.
|
Exhibit 99.6
|
Voting Agreement, dated February 16, 2021, by and between Galaxy Universal LLC and Dwight Mamanteo.
|
Exhibit 99.7
|
Voting Agreement, dated February 16, 2021, by and between Galaxy Universal LLC and Jess Ravich.
|
Dated: February 24, 2021
|
GALAXY UNIVERSAL LLC
By: /s/ Allan Weinstein____________________
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
|
GALAXY APEX MERGER SUB, INC.
By: /s/ Allan Weinstein____________________
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
|
GALAXY INTERMEDIATE LLC
By: /s/ Allan Weinstein____________________
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
|
GAINLINE GALAXY HOLDINGS LLC
By: /s/ Allan Weinstein____________________
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
|
GEF GALAXY SPLITTER LP
By: Gainline Equity Fund GP LLC
Its: General Partner
By: /s/ Allan Weinstein____________________
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
|
GAINLINE EQUITY FUND GP LLC
By: /s/ Allan Weinstein____________________
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
|
GAINLINE CAPITAL HOLDINGS GP, LLC
By: /s/ Allan Weinstein____________________
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
|
/s/ Ulric Thomas Sullivan_____________________
|
Dated: February 24, 2021
|
/s/ Allan Weinstein_____________________
|
Name and Position of Officer or
Director |
Principal Business Address
|
Principal Occupation or
Employment |
Citizenship
|
Allan Weinstein, President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Managing Principal of
Gainline Capital Partners LP |
USA
|
Harry Clouston, Vice President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Vice President of
Gainline Capital Partners LP |
Australia
|
Eddie Esses, CEO
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Division President of
Sequential Brands Group Inc |
USA
|
Name and Position of Officer or
Director |
Principal Business Address
|
Principal Occupation or
Employment |
Citizenship
|
Allan Weinstein, President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Managing Principal of
Gainline Capital Partners LP |
USA
|
Harry Clouston, Vice President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Vice President of
Gainline Capital Partners LP |
Australia
|
Name and Position of Officer or
Director |
Principal Business Address
|
Principal Occupation or
Employment |
Citizenship
|
Allan Weinstein, President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Managing Principal of
Gainline Capital Partners LP |
USA
|
Harry Clouston, Vice President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Vice President of
Gainline Capital Partners LP |
Australia
|
Name and Position of Officer or
Director |
Principal Business Address
|
Principal Occupation or
Employment |
Citizenship
|
Allan Weinstein, President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Managing Principal of
Gainline Capital Partners LP |
USA
|
Harry Clouston, Vice President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Vice President of
Gainline Capital Partners LP |
Australia
|
Eddie Esses, Authorized Officer
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Division President of
Sequential Brands Group Inc |
USA
|
Name and Position of Officer or
Director |
Principal Business Address
|
Principal Occupation or
Employment |
Citizenship
|
Allan Weinstein, President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Managing Principal of
Gainline Capital Partners LP |
USA
|
Ulric Sullivan, Vice President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Managing Principal of
Gainline Capital Partners LP |
USA
|
Name and Position of Officer or
Director |
Principal Business Address
|
Principal Occupation or
Employment |
Citizenship
|
Allan Weinstein, President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
|
Managing Principal of
Gainline Capital Partners LP |
USA
|
Ulric Sullivan, Vice President
|
700 Canal Street, 5th Floor
Stamford, CT 06902
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Managing Principal of
Gainline Capital Partners LP |
USA
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Dated: February 24, 2021
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GAINLINE EQUITY FUND GP LLC
By: /s/ Allan Weinstein
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
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GAINLINE CAPITAL HOLDINGS GP, LLC
By: /s/ Allan Weinstein
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
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GEF GALAXY SPLITTER LP
By: Gainline Equity Fund GP LLC
Its: General Partner
By: /s/ Allan Weinstein
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
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/s/ Ulric Thomas Sullivan
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Dated: February 24, 2021
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/s/ Allan Weinstein
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Dated: February 24, 2021
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GALAXY APEX MERGER SUB, INC.
By: /s/ Allan Weinstein
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
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GALAXY UNIVERSAL LLC
By: /s/ Allan Weinstein
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
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GAINLINE GALAXY HOLDINGS LLC
By: /s/ Allan Weinstein
Name: Allan Weinstein Title: President |
Dated: February 24, 2021
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GALAXY INTERMEDIATE LLC
By: /s/ Allan Weinstein
Name: Allan Weinstein Title: President |
GALAXY UNIVERSAL LLC
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By:
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/s/ Allan Weinstein
|
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Name: Allan Weinstein
|
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Title: President
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COVE STREET CAPITAL, LLC
|
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By:
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/s/ Jeff Bronchick
|
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Name: Jeff Bronchick
|
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Title: Principal
|
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Name and Address of Stockholder
|
Number of Common Shares
|
Cove Street Capital, LLC
2101 East El Segundo Blvd., Suite 302
El Segundo, CA 92045
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97,316
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GALAXY UNIVERSAL LLC
|
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By:
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/s/ Allan Weinstein
|
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Name: Allan Weinstein
|
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Title: President
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HENRY STUPP
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|||
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/s/ Henry Stupp
|
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|
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Name and Address of Stockholder
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Number of Common Shares
|
Henry Stupp
5990 Sepulveda Blvd., Suite 600
Sherman Oaks, CA 91411
|
11,976
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GALAXY UNIVERSAL LLC
|
|||
By:
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/s/ Allan Weinstein
|
||
Name: Allan Weinstein
|
|||
Title: President
|
|||
PATTI JOHNSON
|
|||
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/s/ Patti Johnson
|
||
Name and Address of Stockholder
|
Number of Common Shares
|
Patricia Johnson
5990 Sepulveda Blvd., Suite 600
Sherman Oaks, CA 91411
|
1,653
|
GALAXY UNIVERSAL LLC
|
|||
By:
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/s/ Allan Weinstein
|
||
Name: Allan Weinstein
|
|||
Title: President
|
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DWIGHT MAMANTEO
|
|||
By:
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/s/ Dwight Mamanteo
|
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Name and Address of Stockholder
|
Number of Common Shares
|
Dwight Mamanteo
5990 Sepulveda Blvd., Suite 600
Sherman Oaks, CA 91411
|
10,402
|
GALAXY UNIVERSAL LLC
|
|||
By:
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/s/ Allan Weinstein
|
||
Name: Allan Weinstein
|
|||
Title: President
|
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JESS RAVICH
|
|||
/s/ Jess Ravich |
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Name and Address of Stockholder
|
Number of Common Shares
|
Jess Ravich
5990 Sepulveda Blvd., Suite 600
Sherman Oaks, CA 91411
|
8,243
38,090*
|