X0306 4 2014-08-26 0 0000886475 'mktg, inc.' CMKG 0001477918 UCC-mktg Investment, LLC 445 PARK AVENUE 14TH FLOOR NEW YORK NY 10022 1 0 0 0 0001478990 UCC-mktg Partners, LLC 445 PARK AVENUE 14TH FLOOR NEW YORK NY 10022 1 0 0 0 0001478508 Marlas James C. 445 PARK AVENUE 14TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2014-08-26 4 C 0 3468360 0 A 4724393 I See footnote Common Stock 2014-08-27 4 D 0 4724393 2.8 D 0 I See footnote Series D Convertible Participating Preferred Stock 2014-08-26 4 C 0 1630129 0 A 2015-12-15 Common Stock 1068874 1630129 I See footnote Warrant to Purchase Common Stock 0.001 2014-08-27 4 D 0 2095200 2.799 A 2015-12-15 Common Stock 2095200 0 I See footnote UCC-mktg Investment, LLC ("UCC-Investment") converted 1,630,129 shares of Series D Convertible Participating Preferred Stock into Common Stock (the "Converted Shares") on August 26, 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-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. UCC-mktg Partners, LLC ("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. Disposed of upon consummation of the merger (the "Merger") contemplated by the Agreement and Plan of Merger by and among the Issuer, Aegis Lifestyle, Inc. and Morgan Acquisition, Inc., dated as of May 27, 2014 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of common stock was exchanged for the right to receive $2.80 in cash. The Series D Convertible Participating Preferred Stock is convertible at any time. 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. Pursuant to the Merger Agreement, such warrant was cancelled and converted into the right to receive an amount of cash equal to the excess of $2.80 over the exercise price of such warrant. /s/Reis L. Alfond, Reis L. Alfond as Managing Director of UCC-mktg Partners, LLC, the manager of UCC-mktg Investment, LLC 2014-08-28 /s/Reis L. Alfond, Reis L. Alfond as Managing Director of UCC-mktg Partners, LLC 2014-08-28 /s/James C. Marlas 2014-08-28