Item 8.01 Other Events
On May 26, 2021, Ryan L. Pape, the Company’s President, Chief Executive Officer and Chairman of the Board, adopted a Rule 10b5-1 trading plan (the “Pape Plan”) with a broker to sell up to 90,000 shares of common stock of the Company. Mr. Pape has advised the Company that he entered into the Pape Plan as part of his personal long-term investment strategy for asset diversification and liquidity.
Pursuant to the Pape Plan, the brokerage firm may sell up to 90,000 shares during eight selling periods beginning on June 30, 2021 and ending on February 28, 2022. Any unsold shares that remain at the end of a selling period will be carried over to a subsequent trading date and when the limit price is met but only until February 28, 2022 at which time the Pape Plan will terminate. Mr. Pape will have no control over the timing of his stock sales under the Pape Plan, and all transactions under the Pape Plan will be reported by Mr. Pape through individual Form 4 and Form 144 filings with the Securities and Exchange Commission.
On May 27, 2021, Richard K. Crumly, a director of the Company, adopted Rule 10b5-1 trading plans with a broker to sell up to 2,280,000 shares of common stock of the Company beneficially owned by him, subject to daily and/or monthly volume limitations. In addition, Mr. Crumly’s spouse adopted a Rule 10b5-1 trading plan to sell up to 120,000 shares of common stock of the Company, subject to daily and monthly volume limitations. Mr. Crumly and his spouse have advised the Company that they entered into these plans as part of their personal long-term investment strategy for asset diversification and liquidity.
Pursuant to the first of Mr. Crumly’s plans, Carpe, LLC, for which Mr. Crumly has advised the Company that he is a control person, the brokerage firm may sell up to an aggregate of 1,140,000 shares beneficially owned by him, beginning on June 27, 2021 and ending on June 27, 2022. Pursuant to the second of Mr Crumly’s plans, ADAMAS, LLC, for which Mr. Crumly has advised the Company that he is the control person, the brokerage firm may sell up to 1,140,000 shares beneficially owned by him, beginning on June 27, 2021 and ending on June 27, 2022. Under Mr. Crumly’s spouse’s plan, the brokerage firm may sell up to 120,000 shares during the period beginning on June 27, 2021 and ending on December 31, 2021. Mr. Crumly has advised the Company that he does not have any voting or dispositive power over his spouse’s shares and disclaims beneficial ownership of all such shares. Mr. Crumly and his spouse will have no control over the timing of these stock sales under their respective plans, and all transactions under these plans will be reported through Form 4 and Form 144 filings with the Securities and Exchange Commission.
All of these plans are intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5-1 allows corporate insiders to establish prearranged written stock trading plans.
A Rule 10b5-1 plan must be entered into in good faith at a time when the insider is not aware of material, non-public information. Subsequent receipt by the insider of material, non-public information will not prevent prearranged transactions under Rule 10b5-1 from being executed. Using a Rule 10b5-1 Plan, individuals can prudently and gradually diversify their investment portfolios over an extended period of time.