Sec Form 13D Filing - HUNT COMPANIES EQUITY HOLDINGS LLC filing for Lument Finance Trust Inc. (LFT) - 2020-01-09

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Hunt Companies Finance Trust, Inc.
(Name of Issuer)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
44558T100
(CUSIP Number)
 
Kara Harchuck
General Counsel
Hunt Companies Equity Holdings, LLC
980 N Michigan Ave., Suite 1150
Chicago, IL 60611
(312) 799-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
January 3, 2020
(Date of Event which Requires
Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting 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 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).

CUSIP No. 44558T100
SCHEDULE 13D
Page 2 of 14
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt Companies Equity Holdings, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,249,901
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,249,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,249,901
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9%
 
14
TYPE OF REPORTING PERSON
 
HC
 
 

CUSIP No. 44558T100
SCHEDULE 13D
Page 3 of 14


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt REC Holdings, LLC (f/k/a HCH Holdings, LLC)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,249,901
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,249,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,249,901
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9%
 
14
TYPE OF REPORTING PERSON
 
HC
 
 
CUSIP No. 44558T100
SCHEDULE 13D
Page 4 of 14
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt Financial Securities, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,249,901
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,249,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,249,901
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 44558T100
SCHEDULE 13D
Page 5 of 14
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt FS Holdings II, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,249,901
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,249,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,249,901
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 44558T100
SCHEDULE 13D
Page 6 of 14
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt Capital Holdings, LLC (f/k/a Hunt FS Holdings I, LLC)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,249,901
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,249,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,249,901
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 44558T100
SCHEDULE 13D
Page 7 of 14
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt FS Holdings, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,249,901
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,249,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,249,901
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

CUSIP No. 44558T100
SCHEDULE 13D
Page 8 of 14
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt Company, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,249,901
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,249,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,249,901
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 44558T100
SCHEDULE 13D
Page 9 of 14
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt Companies, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,249,901
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,249,901
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,249,901
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
CUSIP No. 44558T100
SCHEDULE 13D
Page 10 of 14
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
James Christopher Hunt
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
165,054
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
165,054
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
165,054
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
 
14
TYPE OF REPORTING PERSON
 
IN
 
 
CUSIP No. 44558T100
SCHEDULE 13D
Page 11 of 14
 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D, dated January 29, 2018, as amended by Amendment No. 1 to the statement on Schedule 13D, dated June 4, 2018 (so amended, the “Schedule 13D”), filed with the Securities and Exchange Commission by Hunt Companies Equity Holdings, LLC, a Delaware limited liability company (“Hunt CE Holdings”), HCH Holdings, LLC, a Delaware limited liability company (n/k/a Hunt REC Holdings, LLC) (“HREC Holdings”), Hunt Financial Securities, LLC, a Delaware limited liability company (“Hunt Financial Securities”), Hunt FS Holdings II, LLC, a Delaware limited liability company (“Hunt FS Holdings II”), Hunt FS Holdings, LLC, a Delaware limited liability company (“Hunt FS Holdings”), Hunt Company, LLC, a Nevada limited liability company (“Hunt Company”), and Hunt Companies, Inc., a Delaware corporation (“HCI”) relating to the shares of common stock, par value $0.01 per share (“Common Stock”), of Hunt Companies Finance Trust, Inc., a Maryland corporation (the “Company”).

Item 2. Identity and Background.

The information contained in Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)          This Schedule 13D is being filed on behalf of Hunt CE Holdings, HREC Holdings, Hunt Financial Securities, Hunt FS Holdings II, Hunt Capital Holdings, LLC, a Delaware limited liability company (f/k/a Hunt FS Holdings I, LLC) (“HCH”), Hunt FS Holdings, Hunt Company, HCI and James Christopher Hunt (“Mr. Hunt” and, together with Hunt CE Holdings, HREC Holdings, Hunt Financial Securities, Hunt FS Holdings II, HCH, Hunt FS Holdings, Hunt Company and HCI, the “Reporting Persons”).

(b)          The address of the principal office of (i) each of Hunt CE Holdings, HREC Holdings, Hunt FS Holdings II, HCH, Hunt FS Holdings, Hunt Company, HCI and Mr. Hunt is 4401 N. Mesa Street, El Paso, Texas 79902, (ii) Hunt Financial Securities is 4 International Drive, Rye Brook, NY 10573 and (iii) the directors and executive officers of HCI named on Schedule I hereto (each, a “Scheduled Person” and collectively, the “Scheduled Persons”) is listed thereon, which Schedule I is incorporated by reference herein.

(c)          The principal business of Hunt CE Holdings is to serve as a holding company.  The principal business of HREC Holdings is to serve as a holding company of various investment management companies, including Hunt CE Holdings.  The principal business of Hunt Financial Securities is to operate as a FINRA broker-dealer and to control certain related subsidiaries.  The principal business of Hunt FS Holdings II is to serve as a holding company of Hunt Financial Securities.  The principal business of HCH is to serve as a sole member and manager of Hunt FS Holdings II.  The principal business of Hunt FS Holdings is to serve as majority member of HCH.  The principal business of Hunt Company is to serve as a sole member and manager of Hunt FS Holdings.  The principal business of HCI is to invest in real estate, other assets and related businesses. Mr. Hunt is a member of the board of directors of the Company and serves as the Chief Executive Officer of HCI and is a member of the board of directors of HCI.

(d)          None of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          None of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has during the last five years been 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.

(f)          Each of Hunt CE Holdings, HREC Holdings, Hunt Financial Securities, Hunt FS Holdings II, HCH, Hunt FS Holdings and HCI is organized under the laws of Delaware. Hunt Company is organized under the laws of Nevada.  Mr. Hunt and each of the directors and executive officers named on Schedule I hereto is a United States citizen, which Schedule I is incorporated herein by reference.

CUSIP No. 44558T100
SCHEDULE 13D
Page 12 of 14
 
Item 3. Source and Amount of Funds or Other Consideration.

The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

Between June 4, 2018 and January 9, 2019, Mr. Hunt purchased an aggregate of 127,554 shares of Common Stock for an aggregate purchase price of approximately $419,010.

The foregoing purchases were funded with available cash and were effected in open market transactions.

Item 4. Purpose of Transaction.

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On January 3, 2020, the Company and Hunt Investment Management, LLC (“Hunt Investment Management”), an affiliate of Hunt CE Holdings, entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Company and Hunt Investment Management agreed to mutually and immediately terminate that certain Management Agreement, dated January 18, 2018 (the “Management Agreement”), by and between the Company and Hunt Investment Management, the terms of which were previously described. Under the terms of the Termination Agreement, the termination of the Management Agreement with Hunt Investment Management did not trigger, and Hunt Investment Management was not paid, a termination fee by the Company.

Item 5. Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)          All calculations of percentage ownership in this Schedule 13D are based on a total of 24,934,383 shares of Common Stock outstanding on the date hereof, which amount is derived from 23,687,664 shares of Common Stock as reported as outstanding as of November 7, 2019 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 plus 1,246,719 shares of Common Stock issued to OREC Investment Holdings on January 3, 2020, as reported in the Company’s Current Report on Form 8-K dated January 6, 2020.

Hunt CE Holdings directly beneficially owns 2,249,901 shares of Common Stock, representing 9% of the outstanding shares of Common Stock.  As a result of the relationships described in Item 2 above each of Hunt CE Holdings, HREC Holdings, Hunt Financial Securities, Hunt FS Holdings II, HCH, Hunt FS Holdings, Hunt Company and HCI, may be deemed to indirectly beneficially own the shares directly beneficially owned by Hunt CE Holdings.

Mr. Hunt directly owns 165,054 shares of Common Stock, less than 1.0% of the total number of shares of Common Stock outstanding.

The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group. The Reporting Persons collectively own 2,414,955 shares of Common Stock (approximately 9.7% of the total number of shares of Common Stock outstanding).

(b)          Each of Hunt CE Holdings, HREC Holdings, Hunt Financial Securities, Hunt FS Holdings II, HCH, Hunt FS Holdings, Hunt Company and HCI shares the power to vote or to direct the vote and to dispose or to direct the disposition of 2,249,901 shares of Common Stock it may be deemed to beneficially own.
 
CUSIP No. 44558T100
SCHEDULE 13D
Page 13 of 14
 
Mr. Hunt has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 165,054 shares of Common Stock.

(c)          None of the Reporting Persons or, to their knowledge, any of the Scheduled Persons have made transactions in the Common Stock within the past 60 days.

(d)          No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by the Reporting Persons.

(e)          Not applicable.

Item 7. Material to Be Filed as Exhibits.
 

 
CUSIP No. 44558T100
SCHEDULE 13D
Page 14 of 14
 
SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: January 9, 2020
HUNT COMPANIES EQUITY HOLDINGS, LLC
 
 
 
 
 
By:
 /s/ Kara Harchuck
 
 
 
 Name:
Kara Harchuck
 
 
 
Title:
Executive Vice President
 
 
 
 
 
 
 
Dated: January 9, 2020
HUNT REC HOLDINGS, LLC
 
 
 
 
 
By:
 /s/ Kara Harchuck
 
 
 
Name:
Kara Harchuck
 
 
 
Title:
Executive Vice President
 
 
 
 
 
 
 
Dated: January 9, 2020
HUNT FINANCIAL SECURITIES, LLC
 
 
 
 
 
By:
 /s/ Kara Harchuck
 
 
 
Name:
Kara Harchuck
 
 
 
Title:
Executive Vice President
 
 
 
 
 
 
 
Dated: January 9, 2020
HUNT FS HOLDINGS II, LLC
 
 
 
 
 
By:
 /s/ Kara Harchuck
 
 
 
Name:
Kara Harchuck
 
 
 
Title:
Executive Vice President
 
 
 
 
 
 
 
 
 
Dated: January 9, 2020
HUNT CAPITAL HOLDINGS, LLC
 
 
 
 
 
 
By:
 /s/ Kara Harchuck
 
 
 
Name:
Kara Harchuck
 
 
 
Title:
Executive Vice President
 
 
 
 
 
 
 
 
 
 
 
Dated: January 9, 2020
HUNT FS HOLDINGS, LLC
 
 
 
 
 
 
 
By:
 /s/ Kara Harchuck
 
 
 
Name:
Kara Harchuck
 
 
 
Title:
Executive Vice President
 
 
 
 
 
 
 
Dated: January 9, 2020
HUNT COMPANY, LLC
 
 
 
 
 
By:
 /s/ Kara Harchuck
 
 
 
Name:
Kara Harchuck
 
 
 
Title:
 Executive Vice President
 
 
 
 
 
 
 
Dated: January 9, 2020
HUNT COMPANIES, INC.
 
 
 
 
 
By:
 /s/ Kara Harchuck
 
 
 
Name:
Kara Harchuck
 
 
 
Title:
Executive Vice President
 
 
Dated: January 9, 2020
/s/ Paul Donnelly
 
 
James Christopher Hunt
 
 
By:
Paul Donnelly, Attorney-in-Fact
 
       
       
SCHEDULE I

Set forth below is the name and present principal occupation of each of the executive officers and directors of HCI.  Each person is a citizen of the United States.  The business address of each person is in care of HCI.

Name
Present Principal Occupation
Woodley L. Hunt
Executive Chairman of HCI
Marion L. Hunt
Director of HCI
James C. Hunt
Chief Executive Officer and Director of HCI
Joshua W. Hunt
Executive Vice President of HCI
Eileen Byrne
Advisor at Byrne Partners, LLC
Michael Giliberto
Owner of S. Michael Giliberto & Co., Inc.; Adjunct professor at Columbia University’s Graduate School of Business
James K. Hunt
Consultant at Tournament Capital Advisors, LLC
James L. Lozier
Director of HCI
Laura Cox Kaplan
Adjunct Professor at American University
Clinton E. Wolf, Jr.
Partner at Kemp Smith LLP
Angela Brock-Kyle
Director of HCI
Kara Harchuck
Executive Vice President and General Counsel of HCI
Clay Parker
Executive Vice President and Chief Financial Officer of HCI