Of the shares as to which the reporting person has the sole power to vote or direct the vote and to dispose or direct the disposition, (a) 1,800 shares underlie a stock option held by the reporting person (the extent to which such option is currently exercisable or becomes exercisable within 60 days after the date hereof) that were granted to her by the Issuer as a director of the Issuer and (b) 71,220 shares are held by the reporting person as custodian under the California Uniform Transfers to Minors Act for the benefit of her children. The filing of this statement shall not be construed as an admission that the reporting person is, for purposes of Section 13(d) of the Exchange Act or otherwise, the beneficial owner of the foregoing 71,220 shares.
Of the shares as to which the reporting person shares the power to vote or direct the vote and to dispose or direct the disposition, (a) 56,956 shares are owned by trusts for the benefit of the children of Linda Shaw, the reporting person’s sister, of which trusts the reporting person is co-trustee with Linda Shaw, the sister of the reporting person, and Bruce Goodman, the spouse of Linda Shaw (and a director of the Issuer), (b) 436,205 shares are owned by trusts for the benefit of Linda Shaw’s children, of which trusts the reporting person and Bruce Goodman are co-trustees and (c) 5,749 shares are held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which the reporting person, Linda Shaw and a daughter of the reporting person are the directors. The filing of this statement shall not be construed as an admission that the reporting person, for purposes of Section 13(d) of the Exchange Act or otherwise, the beneficial owner of the foregoing 498,910 shares.
The foregoing amounts exclude (a) 23,019 shares owned by the spouse of the reporting person individually, (b) 34,584 shares owned by the spouse of the reporting person as custodian for the children of the reporting person, and (c) 259,830 shares held by the spouse of the reporting person and his sister as co-trustees for the benefit of children of the reporting person. The reporting person disclaims beneficial ownership of all of the foregoing 317,433 shares
(c)
Since the filing of Amendment No. 8, the only transactions in the Common Stock effecting the reporting person’s beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of the Issuer’s Common Stock are as follows:
(i) On March 22, 2012, Linda Shaw gifted 206,063 shares in aggregate to trusts for the benefit of her children, the trustees of which are the reporting person and Bruce Goodman, the spouse of Linda Shaw. As a result of this transaction, the reporting person’s shared voting and dispositive power increased by 206,063 shares.
(ii) On September 12, 2012, Linda Shaw gifted 8,000 shares in aggregate to trusts for the benefit of her children, the trustees of which are the reporting person, Linda Shaw and Bruce Goodman. As a result of this transaction, the reporting person’s shared voting and dispositive power increased by 8,000 shares.
(d)
Not applicable.
(e)
Not applicable.