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Mr. Knott is the executive
managing member of Knott Partners Management, LLC, a New York limited liability company (“Knott Management”), that is
the general partner of KPLP. KPLP invests in securities that are sold in public markets and in negotiated transactions. KPLP’s
principal activity is the acquisition of long and short positions in equity securities of publicly traded and privately offered U.S.
and foreign securities. KPLP has the authority to employ various trading and hedging techniques and strategies in connection
therewith.
Mr. Knott is also the Director
and President of DMC, which provides investment management services to KPLP and a limited number of other domestic individuals and
entities. As the result of the death of Mr. Knott’s father (David M. Knott), all of the ownership interest in DMC is currently
held within the Estate of David M. Knott, Nassau County Surrogate’s Court, File No. 2021-4292 (the “Estate”).
Virginia Commander Knott, mother of Mr. Knott (a Reporting Person herein), was duly appointed and continues to act as fiduciary
of the Estate.
During the last five years, no Reporting
Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years,
no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is 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.
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The source of funds used in making
each of the purchases of the Shares purchased indirectly by Mr. Knott through KPLP was the portfolio assets of KPLP, on whose
behalf Mr. Knott purchased the Shares. The aggregate amount of consideration used by the Reporting Parties in making such purchases
was $9,213,745.37. That aggregate amount of such consideration does not include an additional $3,308.09 aggregate amount of consideration
representing Mr. Knott’s interests in Shares purchased for his personal account.
The Reporting Parties effect purchases
of securities primarily through margin accounts maintained by Goldman, Sachs & Co., which may extend margin credit as and
when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange
rules, and the firm’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts.
The Shares beneficially owned by
Mr. Knott were acquired by KPLP through open-market purchases and negotiated transactions. |
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The
Reporting Persons originally acquired the Shares for the account of KPLP for investment purposes
and such purchases have been made in the Reporting Persons' ordinary course of business.
The Reporting Persons expect to
review from time to time their investment in the Issuer and may, depending on legal and regulatory restrictions, including those
described herein, and the market and other conditions: (i) purchase additional Shares, options or related derivatives in the
open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Shares, options or related
derivatives now beneficially owned or hereafter acquired by them; (iii) propose one or more directors for the Issuer’s
board of directors; (iv) engage in discussions with the Issuer’s board of directors, management or shareholders regarding
potential strategic transactions, including potential business combination transactions, involving the Issuer; and (v) engage
in other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may
relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions
to this Item 4 of Schedule 13D.
Also, consistent with their investment
intent, the Reporting Persons have engaged, and may further engage, in communications with, without limitation, one or more shareholders
of the Issuer, one or more officers of the Issuer, one or more members of the board of directors of the Issuer, financial advisers,
counsel, or other interested parties regarding, among other things, the review and evaluation of strategic alternatives, opportunities
to increase shareholder value, purchases or sales of securities of the Issuer from the Issuer and/or from securityholders of the
Issuer, business combination transactions involving the Issuer, divestures of business lines, Issuer operations, strategy, governance
and control, or other matters related to the Issuer. In connection with such communications, the Reporting Persons may seek to enter
into a non-disclosure agreement.
Any transaction that the Reporting
Persons may pursue will depend on a variety of factors, including, without limitation, the Board’s and/or Issuer’s response
to the Reporting Persons’ correspondence, the price and availability of the Issuer’s securities, subsequent developments
affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available
to the Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors
deemed relevant by the Reporting Persons. |