Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Name of Reporting Person:

  Karen Mack Goldsmith

Check the Appropriate Box if a Member of Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Citizenship or Place of Organization:

  United States

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With:

  Sole Voting Power:

  2,161,000 (1) (2)

  Shared Voting Power:

  643,000 (1) (3)

  Sole Dispositive Power:

  2,161,000 (1) (2)

  Shared Dispositive Power:

  643,000 (1) (3)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  2,804,000 (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

  ☐

  Percent of Class Represented By Amount In Row (9):

  5.1%(4)

  Type of Reporting Person:

  IN

Except as set forth below, represents Common Units and associated Class B common stock of the Issuer. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. One share of the Issuers Class B common stock was issued for each Common Unit. The shares of Class B common stock (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuers election.

Includes (i) 30,000 shares of Class A common stock, and (ii) 686,000 Common Units and associated Class B common stock of the Issuer held by the Nate Mack LLC, of which Ms. Goldsmith has sole voting and dispositive control over. Ms. Goldsmith disclaims beneficial interest in the securities held by Nate Mack LLC, except to the extent of her pecuniary interest therein.

Includes (i) 613,000 Common Units and associated Class B common stock held by the Grove Trust II, and (ii) 30,000 Class A shares held by B.A Quintet LLC. Ms. Goldsmith and Russell Goldsmith share voting and dispositive power over these securities. Ms. Goldsmith disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein.

Based upon 52,083,493 shares of the Issuers Class A common stock outstanding as of November 1, 2018, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018 and the Common Units deemed beneficially owned by the Reporting Person. The total securities currently deemed beneficially owned by Ms. Goldsmith represent less than 1% of the total voting power of the issuer.

of Issuer:

Address of Issuers Principal Executive Offices:

of Person Filing:

Address or Principal Business Office or, if none, Residence:

Citizenship or Place of Organization:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership:

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Except to the extent noted, represents Common Units and associated Class B common stock of the Issuer. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. One share of the Issuers Class B common stock was issued for each Common Unit. The shares of Class B common stock (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuers election.

Includes (i) 30,000 shares of Class A common stock, and (ii) 686,000 Common Units and associated Class B common stock held by the Nate Mack LLC, of which Ms. Goldsmith has sole voting and dispositive control over. Ms. Goldsmith disclaims beneficial interest in the securities held by Nate Mack LLC, except to the extent of her pecuniary interest therein.

Includes (i) 613,000 Common Units and associated Class B common stock held by the Grove Trust II, and (ii) 30,000 Class A shares held by B.A Quintet LLC. Ms. Goldsmith and Russell Goldsmith share voting and dispositive power over these securities. Ms. Goldsmith disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein.

Based upon 52,083,493 shares of the Issuers Class A common stock outstanding as of November 1, 2018, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018 and the Common Units deemed beneficially owned by the Reporting Person. The total securities currently deemed beneficially owned by Ms. Goldsmith represent less than 1% of the total voting power of the issuer.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

/s/ Karen Mack Goldsmith