No. of Shares | No. of | No. of Shares | ||||||||||||||||||||||
Amount of | of Common | Shares of | of Common | |||||||||||||||||||||
Notes | % of Notes | Amount of Notes | Stock | Common | Stock Owned | |||||||||||||||||||
Beneficially | Beneficially | Being Offered | Beneficially | Stock Being | After | |||||||||||||||||||
Name of Selling Stockholder | Owned ($) | Owned | ($) (a) | Owned (b)(c) | Offered(a)(c) | Offering (a) | ||||||||||||||||||
Froley, Revy Alternative
Strategies Master Fund, Ltd.
(d)(e) |
$ | 500,000 | * | $ | 500,000 | 8,011 | 8,011 | 0 | ||||||||||||||||
Topaz Fund (e)(f)(g) |
5,000,000 | 4.5 | % | 5,000,000 | 68,786 | 68,786 | 0 |
* | Less than 1% | |
(a) | Because the selling security holder may sell pursuant to the prospectus all or a portion of the offered notes, and common stock issuable upon conversion of the notes, we cannot know or estimate number or percentage of notes and common stock that the selling security holder will hold upon the termination of any particular offering. Please refer to the Plan of Distribution beginning on page 54 of the prospectus. The information presented assumes that the selling security holder will fully convert the notes for cash and shares of our common stock, and that the selling security holder will sell all shares of our common stock that it receives pursuant to such conversion. | |
(b) | Includes shares of our common stock issuable upon conversion of the notes. |
(c) | The number of shares of our common stock issuable upon conversion of the notes is calculated to be the maximum number of shares issuable upon conversion assuming (i) the value of the notes approach an infinite amount at the time of conversion, with the $110,000,000 principal amount paid in cash and the remaining value paid in shares of our common stock, and (ii) the conversion of the full amount of notes held by the selling security holders at the initial conversion price of $62.41, which corresponds to the initial conversion rate of 16.0229 shares per $1,000 principal amount of the notes. Accordingly, the number of shares of our common stock to be offered using this prospectus may be less than the amount shown. Fractional shares will not be issued upon conversion of the notes. Instead, we will pay cash in lieu of fractional shares, if any. Due to the effects of rounding, the numbers shown in this column do not equal exactly 16.0229 shares per $1,000 principal amount of the notes. | |
(d) | The discretionary investment manager of this selling security holder is Foley, Revy Investment Company, Inc. Ann Houlihan, an officer of Foley, Revy Investment Company, Inc., has the power to direct the voting and disposition of the securities held by Froley, Revy Alternative Strategies Master Fund, Ltd. | |
(e) | This selling security holder has indicated that to its knowledge it does not own any shares of our common stock other than shares issuable upon conversion of the notes. For purposes of this table, we have assumed that it does not. | |
(f) | This selling security holder is an affiliate of a broker-dealer and has represented to us that it acquired its notes in the ordinary course of business and at the time of the purchase of its notes this selling security holder had no agreements or understandings, directly or indirectly, with any person to distribute the notes. | |
(g) | SG Americas Securities, LLC is the trading advisor to Topaz Fund. Robert Marx, director of SG Americas Securities, LLC, has the power to direct the voting and disposition of the securities held by Topaz Fund.. |
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