X0306 4 2014-07-13 0 0000886475 'mktg, inc.' CMKG 0001477918 UCC-mktg Investment, LLC 445 PARK AVENUE 14TH FLOOR NEW YORK NY 10022 0 0 1 0 0001478508 Marlas James C. 445 PARK AVENUE 14TH FLOOR NEW YORK NY 10022 0 0 1 0 0001478990 UCC-mktg Partners, LLC 445 PARK AVENUE 14TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2014-07-13 4 C 0 1068874 0 A 1256033 I See footnote Series D Convertible Participating Preferred Stock 2014-07-13 4 C 0 502371 0 A Common Stock 1068874 1630129 I See footnote The reporting persons converted 502,371 shares of Series D Convertible Participating Preferred Stock into Common Stock (the "Converted Shares") on July 13, 2014. The Series D Convertible Participating Preferred Stock was convertible into Common Stock at a conversion ratio of 1.00/.47. Represents (i) the Converted Shares, which are directly owned by UCC-mktg Investment, LLC ("UCC-Investment"), (ii) 152, 159 shares of Common Stock owned by the James C. Marlas 2007 Charitable Remainder UniTrust, of which Mr. Marlas and his wife are the lifetime beneficiaries and Mr. Marlas serves as the sole trustee, (iii) 15,000 shares of Common Stock owned by the James C. Marlas Revocable Trust dated 11/09/07, of which Mr. Marlas is the sole owner and beneficiary and (iv) 20,000 shares of Common Stock held in an individual retirement account for the benefit of Mr. Marlas, and reported as being directly beneficially owned by Mr. Marlas (collectively with (ii) and (iii) above, the "Marlas Shares"). No other reporting person has any pecuniary interest in any of the Marlas Shares. Represents the Marlas Shares and the Converted Shares. The Series D Convertible Participating Preferred Stock is convertible at any time. The conversion feature continues until December 15, 2015. Represents securities directly owned by UCC-Investment. UCC-Partners is the manager of UCC-Investment. Mr. Marlas is a Managing Director of UCC-Partners. The reporting persons disclaim beneficial ownership of these securities except to the extent of such reporting persons pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. /s/ Reis L. Alfond, Managing Director of UCC-mktg Partners, LLC, the manager of UCC-mktg Investment, LLC 2014-07-15 /s/ James C. Marlas 2014-07-15 /s/ Reis L. Alfond, Managing Director of UCC-mktg Partners, LLC 2014-07-15