| |
(c) |
Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation
or Other Organization in Which Such Employment Is Conducted |
The Trust is an estate planning vehicle that makes and
holds investments.
Ms. Hoffmann is principally engaged as a private investor.
Ms. Hoffmann has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five
years.
During the past five years, Ms. Hoffmann has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding he was not or is not 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
violation with respect to such laws.
The Trust is formed under the laws of Florida. Ms. Hoffmann is a citizen of the United States of America.
| Item 3. |
Source and Amount of Funds or Other Consideration. |
All of the shares of the outstanding Common Stock to which this Statement relates were purchased by the Trust using personal funds. The
aggregate purchase price of the 323,042 shares of Common Stock acquired was approximately $4,092,361.
| Item 4. |
Purpose of Transaction. |
The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of
business of the Reporting Persons.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade,
dispose, or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s
operations, business strategy, or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management,
competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. Consistent with their investment research methods and evaluation criteria, the
Reporting Persons have in the past discussed, and may in the future discuss, such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their
ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance, or capitalization;
(4) initiating or pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections
(a) through (j) of Item 4 of Schedule 13D.
Page 5 of 9