BED BATH & BEYOND, INC. — Major Shareholding Notification 2019

Feb 1, 2019

SC 13G/A 1 sc13ga.htm AMENDMENT NO. 4 Licensed to: Cravath, Swaine & Moore LLP Document created using EDGARfilings PROfile 4.5.0.0 Copyright 1995 - 2019 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

OVERSTOCK.COM, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
690370101
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)
☐	Rule 13d-1(c)
☑	Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a person ’ s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “ filed ” for the purpose of Section 18 of the Securities Exchange Act of 1934 ( “ Act ” ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	DMB Article III Trust 3 u/a/d May 9, 2012
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	The Dorothy M. Byrne Revocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		354,598
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		354,598
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	354,598
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Dorothy M. Byrne 2017 GRAT No. 1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Dorothy M. Byrne 2018 GRAT No. 1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		1,265,053
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		1,265,053
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,265,053
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Article IV Trust u/a/d May 9, 2012 JB
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		481
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		481
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	481
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Article IV Trust u/a/d May 9, 2012 CB
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		481
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		481
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	481
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Article IV Trust u/a/d May 9, 2012 SB
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		481
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		481
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	481
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Article IV Trust u/a/d May 9, 2012 MB
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		481
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		481
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	481
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Robert Snyder*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		1,621,575
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		1,621,575
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,621,575
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

*Robert Snyder has shared dispositive and voting power solely in his capacity as co-trustee of DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Dorothy M. Byrne 2017 GRAT No. 1, Dorothy M. Byrne 2018 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB . Mr. Snyder has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Daniel Mosley*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☑
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		1,621,575
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		1,621,575
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,621,575
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

*Daniel Mosley has shared dispositive and voting power solely in his capacity as co-trustee of DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Dorothy M. Byrne 2017 GRAT No. 1, Dorothy M. Byrne 2018 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB . Mr. Mosley has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.

Item 1.

(a) Name of Issuer:

Overstock.com, Inc.

(b) Address of Issuer ’ s Principal Executive Offices:

799 West Coliseum Way
Midvale, Utah 84047

Item 2.

(a) Name of Persons Filing:

DMB Article III Trust 3 u/a/d May 9, 2012
The Dorothy M. Byrne Revocable Trust
Dorothy M. Byrne 2017 GRAT No. 1
Dorothy M. Byrne 2018 GRAT No. 1
Article IV Trust u/a/d May 9, 2012 JB
Article IV Trust u/a/d May 9, 2012 CB
Article IV Trust u/a/d May 9, 2012 SB
Article IV Trust u/a/d May 9, 2012 MB
Robert Snyder
Daniel Mosley

(b) Address of Principal Business Office or, if none, Residence for each of the reporting persons:

DMB Article III Trust 3 u/a/d May 9, 2012 16 King Road P.O. Box 85 Etna, NH 03750
The Dorothy M. Byrne Revocable Trust 16 King Road P.O. Box 85 Etna, NH 03750
Dorothy M. Byrne 2017 GRAT No. 1 16 King Road P.O. Box 85 Etna, NH 03750
Dorothy M. Byrne 2018 GRAT No. 1 16 King Road P.O. Box 85 Etna, NH 03750
Article IV Trust u/a/d May 9, 2012 JB 16 King Road P.O. Box 85 Etna, NH 03750
Article IV Trust u/a/d May 9, 2012 CB 16 King Road P.O. Box 85 Etna, NH 03750

Article IV Trust u/a/d May 9, 2012 SB 16 King Road P.O. Box 85 Etna, NH 03750
Article IV Trust u/a/d May 9, 2012 MB 16 King Road P.O. Box 85 Etna, NH 03750
Robert Snyder 16 King Road P.O. Box 85 Etna, NH 03750
Daniel Mosley Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019

(c) Citizenship:

DMB Article III Trust 3 u/a/d May 9, 2012 - New York
The Dorothy M. Byrne Revocable Trust - New York
Dorothy M. Byrne 2017 GRAT No. 1 - New York
Dorothy M. Byrne 2018 GRAT No. 1 - New York
Article IV Trust u/a/d May 9, 2012 JB - New York
Article IV Trust u/a/d May 9, 2012 CB - New York
Article IV Trust u/a/d May 9, 2012 SB - New York
Article IV Trust u/a/d May 9, 2012 MB - New York
Robert Snyder - United States
Daniel Mosley - United States

(d) Title of Class of Securities:

Common Shares

(e) CUSIP Number:

690370101

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
	Not Applicable
Item 4.	Ownership:

(a).	Amount beneficially owned:
	See Schedule A hereto.
(b).	Percent of Class:

	See Schedule A hereto.
(c).	Number of shares as to which such person has:

(i). Sole power to vote or to direct the vote:

See Schedule A hereto.

(ii). Shared power to vote or to direct the vote:

See Schedule A hereto.

(iii). Sole power to dispose or to direct the disposition of:

See Schedule A hereto.

(iv). Shared power to dispose or to direct the disposition of:

See Schedule A hereto.

Item 5.	Ownership of Five Percent or Less of a Class:
	Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	See Schedule A hereto.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
	Not Applicable
Item 8.	Identification and Classification of Members of the Group:
	See Exhibit 1 hereto.

Item 9.	Notice of Dissolution of Group:
	Not Applicable
Item 10.	Certification:
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 1, 2019

By:
Robert Snyder, individually and in his capacity as co-trustee of DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Dorothy M. Byrne 2017 GRAT No. 1, Dorothy M. Byrne 2018 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB

By:
Daniel Mosley, individually and in his capacity as co-trustee of DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Dorothy M. Byrne 2017 GRAT No. 1, Dorothy M. Byrne 2018 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB

Schedule A

BENEFICIAL OWNERSHIP AND VOTING OF COMMON SHARES

The percentages of class represented shown in the foregoing Schedule 13G/A as beneficially owned by DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Dorothy M. Byrne 2017 GRAT No. 1, Dorothy M. Byrne 2018 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB, Article IV Trust u/a/d May 9, 2012 MB , Robert Snyder and Daniel Mosley were calculated using 32,146,065 common shares of Overstock.com, Inc. (the “Company”) outstanding on November 6, 2018 as reported by the Company ’ s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2018, and were rounded to the nearest tenth.

The 0 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by DMB Article III Trust 3 u/a/d May 9, 2012 represent (a) 0 shares as to which DMB Article III Trust 3 u/a/d May 9, 2012 has sole dispositive and voting power, and (b) 0 shares as to which DMB Article III Trust 3 u/a/d May 9, 2012 has shared dispositive and voting power.

The 354,598 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the Dorothy M. Byrne Revocable Trust represent (a) 0 shares as to which the Dorothy M. Byrne Revocable Trust has sole dispositive and voting power, and (b) 354,598 shares as to which the Dorothy M. Byrne Revocable Trust has shared dispositive and voting power.

The 0 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the Dorothy M. Byrne 2017 GRAT No. 1 represent (a) 0 shares as to which the Dorothy M. Byrne 2017 GRAT No. 1 has sole dispositive and voting power, and (b) 0 shares as to which the Dorothy M. Byrne 2017 GRAT No. 1 has shared dispositive and voting power.

The 1,265,053 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the Dorothy M. Byrne 2018 GRAT No. 1 represent (a) 0 shares as to which the Dorothy M. Byrne 2018 GRAT No. 1 has sole dispositive and voting power, and (b) 1,265,053 shares as to which the Dorothy M. Byrne 2018 GRAT No. 1 has shared dispositive and voting power.

The 481 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Article IV Trust u/a/d May 9, 2012 JB represent (a) 0 shares as to which the Article IV Trust u/a/d May 9, 2012 JB has sole dispositive and voting power, and (b) 481 shares as to which the Article IV Trust u/a/d May 9, 2012 JB has shared dispositive and voting power.

The 481 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Article IV Trust u/a/d May 9, 2012 CB represent (a) 0 shares as to which the Article IV Trust u/a/d May 9, 2012 CB has sole dispositive and voting power, and (b) 481 shares as to which the Article IV Trust u/a/d May 9, 2012 CB has shared dispositive and voting power.

The 481 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Article IV Trust u/a/d May 9, 2012 SB represent (a) 0 shares as to which the Article IV Trust u/a/d May 9, 2012 SB has sole dispositive and voting power, and (b) 481 shares as to which the Article IV Trust u/a/d May 9, 2012 SB has shared dispositive and voting power.

The 481 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Article IV Trust u/a/d May 9, 2012 MB represent (a) 0 shares as to which the Article IV Trust u/a/d May 9, 2012 MB has sole dispositive and voting power, and (b) 481 shares as to which the Article IV Trust u/a/d May 9, 2012 MB has shared dispositive and voting power.

The 1,621,575 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Robert Snyder represent (a) 0 shares as to which Robert Snyder has sole dispositive and voting power, and (b) 1,621,575 shares as to which Robert Snyder has shared dispositive and voting power solely in his capacity as co-trustee of DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Dorothy M. Byrne 2017 GRAT No. 1, Dorothy M. Byrne 2018 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB . Mr. Snyder has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.

The 1,621,575 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Daniel Mosley represent (a) 0 shares as to which Daniel Mosley has sole dispositive and voting power, and (b) 1,621,575 shares as to which Daniel Mosley has shared dispositive and voting power solely in his capacity as co-trustee of DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Dorothy M. Byrne 2017 GRAT No. 1, Dorothy M. Byrne 2018 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB . Mr. Mosley has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.