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) 69,356 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) 557,054 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 632,159 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) 391,243 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 448,846 shares
(c) Since the filing of Amendment No. 10, 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 December 31, 2013, one Grantor Retained Annuity Trust previously created by the reporting person, of which trust she was the sole trustee and annuitant, returned 69,401 shares to the reporting person.
(ii) On December 31, 2013, the reporting person gifted 29,436 shares to trusts for the benefit of her children, the trustees of which are the spouse of the reporting person and his sister. This decreased the beneficial ownership of the reporting person by 29,436 shares.
(iii) On January 30, 2014, one Grantor Retained Annuity Trust previously created by the reporting person, of which trust she was the sole trustee and annuitant, returned 261,149 shares to the reporting person.
(iv) On January 30, 2014, the reporting person gifted 102,067 shares to trusts for the benefit of her children, the trustees of which are the spouse of the reporting person and his sister. This decreased the beneficial ownership of the reporting person by 102,067 shares.
(v) On February 14, 2014, the Linda Shaw gifted 120,849 shares to trusts for the benefit of her children, the trustees of which are the reporting person and Bruce Goodman. This increased the beneficial ownership of the reporting person by 120,849 shares.