Page 5 of 6 – SEC Filing
As of the date hereof,
(i) 5,434,102 shares of Common Stock were held in the Account, (ii) 646,248 shares of Common Stock were held in the irrevocable
family trust and (iii) 19,977 shares of Common Stock, which include shares of Common Stock underlying RSUs that vest within sixty
days hereof, were beneficially owned by Mr. Semler.
TCS Management, in
its capacity as investment manager to the Account, may be deemed to beneficially own the 5,434,102 shares of Common Stock held
in the Account, representing approximately 8.9% of the issued and outstanding shares of Common Stock. Eric Semler, as the managing
member of TCS Management, may be deemed to beneficially own the 5,434,102 shares of Common Stock held in the Account and may also
be deemed to beneficially own, as the spouse of the trustee of an irrevocable family trust, 646,248 shares of Common Stock held
in the irrevocable family trust. In addition, Mr. Semler may be deemed to beneficially own 19,977 shares of Common Stock, which
include shares of Common Stock underlying RSUs that vest within sixty days hereof, that were granted to Mr. Semler by the Issuer
in his capacity as a director of the Issuer. Mr. Semler’s aggregate beneficial ownership of Common Stock represents approximately
10.0% of the issued and outstanding shares of Common Stock. Mr. Semler disclaims beneficial ownership of the shares of Common Stock
held in the family trust.
(b) TCS Management
and Eric Semler have the shared power to vote and dispose of the Common Stock owned by the Account reported herein. Eric Semler
has the sole power to vote and dispose of the Common Stock held in the irrevocable family trust reported herein and beneficially
owned by Mr. Semler as reported herein, which were granted to Mr. Semler by the Issuer in his capacity as a director of the Issuer.
Item 5(c) is
hereby supplemented to add the following:
(c) The Reporting
Persons have not transacted in the Issuer’s securities during the past sixty days. On July 31, 2017, a certain managed account
that held 481,178 shares of Common Stock closed. Accordingly, as of July 31, 2017, TCS Management ceased to serve as the investment
manager for such managed account and as such, relinquished all voting and dispositive power over the 481,178 shares of Common
Stock held in the managed account.
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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