(iv) 641,987 shares held by the reporting person as co-trustee of trusts for the benefit of Steven Shaw, Michael Shaw and Rachel Shaw. The other trustees are Steven Shaw, Michael Shaw and Rachel Shaw.
Steven Shaw, with an address at 346 Claypool Drive, Warwick, RI 02886, is a director of the Issuer. Steven Shaw is the brother of Michael Shaw and Rachel Shaw. Steven Shaw is a United States citizen.
Michael Shaw, with an address at 700 27th Street, Manhattan Beach, California 90266, is a therapist/psychologist. Michael Shaw is the brother of Steven Shaw and Rachel Shaw. Michael Shaw is a United States citizen.
Rachel Shaw, with an address at 810 Harbor Cliff Way, Oceanside CA 92054, is engaged in operations for a parking company. Rachel Shaw is the sister of Steven Shaw and Michael Shaw. Rachel Shaw is a United States citizen.
There is no family relationship between the reporting person and any of Steven Shaw, Michael Shaw and Rachel Shaw.
To the knowledge of the reporting person, none of Steven Shaw, Michael Shaw or Rachel Shaw has during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding, they were or are 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.
In addition, 3,793 shares of Common Stock are beneficially owned by the reporting person’s spouse, as to which shares the reporting person disclaims beneficial ownership.
Neither the filing of this Statement nor the information contained herein shall be deemed to constitute an admission by the reporting person that he is the beneficial owner of the Common Stock referred to herein, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly denied, other than as to the shares directly owned by him and shares subject to stock options.
(c) Since the filing Amendment No. 2 to this Statement, the only transactions effecting the reporting person's beneficial ownership, with the meaning of Rule 13d-3 under the Exchange Act, of the Issuer’s Common Stock are as follows:
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(i)
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On March 1, 2012, 27,027 shares subject to a trust for the benefit of a grandchild of Jerome Shaw, of which trust the reporting person is co-trustee with Steve Shaw and Michael Shaw, were distributed to that grandchild (in addition to the previously reported 27,027 distributed by the trust to that grandchild on February 14, 2012). As a result of this transaction, the reporting person’s shared voting and dispositive power decreased by 27,027 shares.
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