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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 | 12/20/2029 | Common Stock | 23,636 | 23,636 | D | ||||||||
Stock Option | $ 13.5 | 12/22/2021 | D(4) | 24,447 | 12/22/2021 | 12/22/2024 | Common Stock | 24,447 | $ 13.5 | 0 | D | ||||
Stock Option | $ 12.27 | 12/22/2021 | D(4) | 553 | 12/22/2021 | 12/22/2024 | Common Stock | 553 | $ 12.27 | 0 | D | ||||
Stock Option | $ 12.27 | 12/22/2021 | D(4) | 280,000 | 12/22/2021 | 12/22/2028 | Common Stock | 280,000 | $ 12.27 | 0 | D | ||||
Stock Option | $ 13.5 | 04/08/2022 | A(5) | 24,447 | 12/22/2022(6) | 12/22/2024 | Common Stock | 24,447 | $ 13.5 | 24,447 | D | ||||
Stock Option | $ 12.27 | 04/08/2022 | A(5) | 553 | 12/22/2022(6) | 12/22/2024 | Common Stock | 553 | $ 12.27 | 553 | D | ||||
Stock Option | $ 12.27 | 04/08/2022 | A(5) | 280,000 | 12/22/2022(7) | 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 | 04/14/2022 | |
**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) | Shares 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) | On April 8, 2022, the stock options were cancelled by mutual agreement of the reporting person and the issuer. |
(5) | The stock options are subject to the approval of the 2022 Equity Incentive Plan, which vote is expected to occur at the Company's 2022 Annual Meeting. |
(6) | One-third of the stock options will vest on December 22, 2022, one-third will vest on January 22, 2023 and one-third on January 22, 2024. |
(7) | Stock options vest immediately when the price of the Company's stock reaches $25.00 per share during the seven-year option term. |