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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 3.14 | 04/15/2016 | 04/15/2026 | Common Stock | 70,270 | 70,270 | D | ||||||||
Stock Option | $ 7.92 | 03/08/2018 | 03/08/2028 | Common Stock | 23,636 | 23,636 | D | ||||||||
Stock Option | $ 7.53 | 08/30/2019 | 08/30/2029 | Common Stock | 26,243 | 26,243 | D | ||||||||
Stock Option | $ 7.28 | 12/20/2019(4) | 12/20/2029 | Common Stock | 23,636 | 23,636 | D | ||||||||
Stock Option | $ 13.5 | 12/22/2021 | A | 24,447 (5) | 12/22/2021 | 12/22/2024 | Common Stock | 24,447 | $ 13.5 | 24,447 | D | ||||
Stock Option | $ 12.27 | 12/22/2021 | A | 553 (5) | 12/22/2021 | 12/22/2024 | Common Stock | 553 | $ 12.27 | 553 | D | ||||
Stock Option | $ 12.27 | 12/22/2021 | A | 280,000 (6) | 12/22/2021 | 12/22/2028 | Common Stock | 280,000 | $ 12.27 | 280,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PORTNOY DAVID 700 BROOKER CREEK BLVD SUITE 1800 OLDSMAR, FL 34677 |
X | X | Chairman, Co-CEO |
/s/ David Portnoy | 02/08/2022 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares of Common Stock held by Mayim Investment Limited Partnership as is David I. Portnoy may be deemed the beneficial owner as the managing member and owner of Mayim Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the general partner of Mayim Investment Limited Partnership. |
(2) | Shares of Common Stock held by uTIPu, Inc., as to which David I. Portnoy may be deemed the beneficial owner as the Chairman of the Board and Secretary. |
(3) | Share of Common Stock held by Partner Community, as to which David I. Portnoy may be deemed beneficial owner as the Chairman of the Board and Secretary and as the managing member of Mayim Management, LLC, which may exercise investment and voting discretion over such shares of Common Stock in accordance with the Investment Advisory Agreement. |
(4) | Stock options will vest 1/3 on the date of grant, 1/3 on December 1, 2020 and 1/3 on December 1, 2021. |
(5) | The reporting person is amending his Form 4 filed on December 27, 2021 to correct an inadvertent error in reporting the exercise price of the Incentive Stock Option due to the reporting person being a 10% shareholder. This amended Form 4 also breaks out the stock option grant for Incentive Stock Options versus Non-Qualified Stock Options due to the value restrictions on Incentive Stock Options. The vesting is 1/3 on the date of grant, 1/3 on December 22, 2022 and 1/3 on December 22, 2023. |
(6) | Stock options vest immediately if the price of the Company's stock reaches $25.00 per share during the seven-year option term. |