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
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Ontrak, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
44919F 104
(CUSIP Number of Class of Securities)
Terren S. Peizer
Acuitas Group Holdings, LLC
2120 Colorado Avenue, #230
Santa Monica, California 90404
310-444-4321
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 28, 2021
(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 Rule 13d-1(e), 13d-1(f) or 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(b) 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).
SCHEDULE 13D
| CUSIP No. 44919F 104 | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Acuitas Group Holdings, LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ | ||||
| 3 | SEC USE ONLY | ||||
| 4 |
SOURCE OF FUNDS (See Instructions) 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 California | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | |||
| 8 |
SHARED VOTING POWER 9,114,155 | ||||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||||
| 10 |
SHARED DISPOSITIVE POWER 9,114,155 | ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,114,155 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.6%1 | ||||
| 14 |
TYPE OF REPORTING PERSON (See Instructions) OO | ||||
| 1 | Based on 19,147,648 Shares issued and outstanding as of September 2, 2021, as disclosed in the Registration Statement on Form S-3 filed by the Company with the SEC on September 3, 2021 (the “Form S-3”). |
SCHEDULE 13D
| CUSIP No. 44919F 104 | Page 3 of 5 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Terren S. Peizer | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ | ||||
| 3 | SEC USE ONLY | ||||
| 4 |
SOURCE OF FUNDS (See Instructions) 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 of America | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | |||
| 8 |
SHARED VOTING POWER 9,114,155 | ||||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||||
| 10 |
SHARED DISPOSITIVE POWER 9,114,155 | ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,114,155 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.6%2 | ||||
| 14 |
TYPE OF REPORTING PERSON (See Instructions) HC; IN | ||||
2 Based on 19,147,648 Shares issued and outstanding as of September 2, 2021, as disclosed in the Form S-3.
AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 to Schedule 13D (this “Amendment”) is being filed by Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”), and Terren S. Peizer (“Mr. Peizer”) (collectively, the “Reporting Persons”) to amend the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2010, as amended by Amendment No. 1 to Schedule 13D filed on December 6, 2011, Amendment No. 2 to Schedule 13D filed on April 27, 2012, Amendment No. 3 to Schedule 13D filed on September 20, 2012, Amendment No. 4 to Schedule 13D filed on February 14, 2013, Amendment No. 5 to Schedule 13D filed on May 11, 2021, Amendment No. 6 to Schedule 13D filed on July 27, 2021, and Amendment No. 7 to Schedule 13D filed on August 16, 2021 (as amended and supplemented, the “Original Statement” and, as amended and supplemented by this Amendment, the “Statement”), relating to common stock, par value $0.0001 per share (the “Shares”), of OnTrak, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Original Statement.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby amended and supplemented by adding the following information:
“As previously disclosed, on August 13, 2021, Acuitas entered into a 10b5-1 plan (the “10b5-1 Plan”) to sell an aggregate of 463,567 Shares, upon the terms and subject to the conditions set forth in the 10b5-1 Plan. The purpose of this Amendment is to report that all 463,567 Shares have been sold and that Acuitas has now completed the sales of Shares contemplated by the 10b5-1 Plan. The Shares sold under the 10b5-1 Plan were acquired by Acuitas through the exercise of certain warrants that were set to expire between December 15, 2021 and April 13, 2022. The warrants were exercised on a cashless basis, for a total exercise price of $2,703,648.00.”
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a) and (b) is amended and restated in its entirety as follows:
“(a) and (b)
All percentages of Shares outstanding contained herein are based on 19,147,648 Shares issued and outstanding as of September 2, 2021, as disclosed in the Registration Statement on Form S-3 filed by the Company with the SEC on September 3, 2021.
As of the date hereof, each of the Reporting Persons may be deemed to have beneficial ownership of 9,114,155 Shares, representing 47.6% of the outstanding Shares. Each of the Reporting Persons may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 9,114,155 Shares.”
Item 5(c) is hereby supplemented with the following:
“(c) Set forth on Schedule I hereto is a description of transactions with respect to Shares that have occurred since the filing date of the Original Statement. All such transactions were effected in the open market pursuant to the 10b5-1 Plan, and per share prices to not include any commissions paid in connection with such transactions. Except as set forth on Schedule I, none of the Reporting Persons has effected any transactions in Shares since the filing date of the Original Statement.”
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.
Dated: November 2, 2021
| ACUITAS GROUP HOLDINGS, LLC | ||
| By: | /s/ Terren S. Peizer | |
| Terren S. Peizer, Chairman | ||
| /s/ Terren S. Peizer | ||
| Terren S. Peizer | ||
SCHEDULE I
| Reporting Person | Trade Date | Shares Purchased (Sold) | Price | |||||||
| Acuitas Group Holdings, LLC | 8/16/2021 | (13,140 | ) | $ | 23.1634 | (1) | ||||
| Acuitas Group Holdings, LLC | 8/16/2021 | (1,860 | ) | $ | 23.5571 | (2) | ||||
| Acuitas Group Holdings, LLC | 8/17/2021 | (8,804 | ) | $ | 20.9623 | (3) | ||||
| Acuitas Group Holdings, LLC | 8/17/2021 | (6,196 | ) | $ | 21.9773 | (4) | ||||
| Acuitas Group Holdings, LLC | 8/18/2021 | (11,311 | ) | $ | 21.2026 | (5) | ||||
| Acuitas Group Holdings, LLC | 8/18/2021 | (3,689 | ) | $ | 21.7259 | (6) | ||||
| Acuitas Group Holdings, LLC | 8/19/2021 | (5,664 | ) | $ | 11.8479 | (7) | ||||
| Acuitas Group Holdings, LLC | 8/19/2021 | (4,991 | ) | $ | 13.0366 | (8) | ||||
| Acuitas Group Holdings, LLC | 8/19/2021 | (3,215 | ) | $ | 14.0612 | (9) | ||||
| Acuitas Group Holdings, LLC | 8/19/2021 | (1,130 | ) | $ | 14.7331 | (10) | ||||
| Acuitas Group Holdings, LLC | 8/20/2021 | (1,938 | ) | $ | 10.3932 | (11) | ||||
| Acuitas Group Holdings, LLC | 8/20/2021 | (13,062 | ) | $ | 11.1638 | (12) | ||||
| Acuitas Group Holdings, LLC | 8/23/2021 | (14,770 | ) | $ | 11.0898 | (13) | ||||
| Acuitas Group Holdings, LLC | 8/23/2021 | (230 | ) | $ | 11.6523 | (14) | ||||
| Acuitas Group Holdings, LLC | 8/24/2021 | (15,000 | ) | $ | 10.9116 | (15) | ||||
| Acuitas Group Holdings, LLC | 8/25/2021 | (13,843 | ) | $ | 11.4544 | (16) | ||||
| Acuitas Group Holdings, LLC | 8/25/2021 | (1,157 | ) | $ | 11.8323 | (17) | ||||
| Acuitas Group Holdings, LLC | 8/26/2021 | (13,529 | ) | $ | 11.519 | (18) | ||||
| Acuitas Group Holdings, LLC | 8/26/2021 | (1,471 | ) | $ | 12.2952 | (19) | ||||
| Acuitas Group Holdings, LLC | 8/27/2021 | (15,000 | ) | $ | 11.1908 | (20) | ||||
| Acuitas Group Holdings, LLC | 8/30/2021 | (12,632 | ) | $ | 12.0621 | (21) | ||||
| Acuitas Group Holdings, LLC | 8/30/2021 | (2,368 | ) | $ | 12.8831 | (22) | ||||
| Acuitas Group Holdings, LLC | 8/31/2021 | (14,433 | ) | $ | 11.8384 | (23) | ||||
| Acuitas Group Holdings, LLC | 8/31/2021 | (567 | ) | $ | 12.3987 | (24) | ||||
| Acuitas Group Holdings, LLC | 9/1/2021 | (15,000 | ) | $ | 11.9677 | (25) | ||||
| Acuitas Group Holdings, LLC | 9/2/2021 | (11,824 | ) | $ | 12.3357 | (26) | ||||
| Acuitas Group Holdings, LLC | 9/2/2021 | (3,176 | ) | $ | 12.9507 | (27) | ||||
| Acuitas Group Holdings, LLC | 9/3/2021 | (15,000 | ) | $ | 12.2489 | (28) | ||||
| Acuitas Group Holdings, LLC | 9/7/2021 | (15,000 | ) | $ | 11.716 | (29) | ||||
| Acuitas Group Holdings, LLC | 9/8/2021 | (15,000 | ) | $ | 11.1161 | (30) | ||||
| Acuitas Group Holdings, LLC | 9/9/2021 | (15,000 | ) | $ | 11.6926 | (31) | ||||
| Acuitas Group Holdings, LLC | 9/10/2021 | (15,000 | ) | $ | 11.1438 | (32) | ||||
| Acuitas Group Holdings, LLC | 9/13/2021 | (15,000 | ) | $ | 10.9976 | (33) | ||||
| Acuitas Group Holdings, LLC | 9/14/2021 | (15,000 | ) | $ | 10.942 | (34) | ||||
| Acuitas Group Holdings, LLC | 9/15/2021 | (15,000 | ) | $ | 10.5651 | (35) | ||||
| Acuitas Group Holdings, LLC | 9/16/2021 | (15,000 | ) | $ | 10.5743 | (36) | ||||
| Acuitas Group Holdings, LLC | 9/17/2021 | (15,000 | ) | $ | 10.8033 | (37) | ||||
| Acuitas Group Holdings, LLC | 9/20/2021 | (15,000 | ) | $ | 10.6975 | (38) | ||||
| Acuitas Group Holdings, LLC | 9/21/2021 | (15,000 | ) | $ | 10.3951 | (39) | ||||
| Acuitas Group Holdings, LLC | 9/22/2021 | (15,000 | ) | $ | 10.2179 | (40) | ||||
| Acuitas Group Holdings, LLC | 9/23/2021 | (15,000 | ) | $ | 10.1094 | (41) | ||||
| Acuitas Group Holdings, LLC | 9/24/2021 | (15,000 | ) | $ | 9.5943 | (42) | ||||
| Acuitas Group Holdings, LLC | 9/27/2021 | (6,813 | ) | $ | 9.8665 | (43) | ||||
| Acuitas Group Holdings, LLC | 9/27/2021 | (8,187 | ) | $ | 10.4688 | (44) | ||||
| Acuitas Group Holdings, LLC | 9/28/2021 | (13,567 | ) | $ | 10.2283 | (45) | ||||
| 1 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $22.485 to $23.475, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $23.48 to $23.64, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $20.54 to $21.53, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $21.535 to $22.44, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $20.63 to $21.62, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in thi s footnote. |
| 6 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $21.625 to $21.94, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.54 to $12.535, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $12.54 to $13.505, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $13.58 to $14.535, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $14.54 to $15.33, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 11 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $9.60 to $10.595, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 12 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.60 to $11.56, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 13 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.65 to $11.49, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 14 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.65 to $11.69, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 15 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.59 to $11.54, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 16 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.76 to $11.755, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 17 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.76 to $12.01, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 18 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.17 to $12.165, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote |
| 19 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $12.17 to $12.44, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 20 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.76 to $11.745, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 21 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.56 to $12.555, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 22 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $12.56 to $13.45, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 23 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.335 to $12.33, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 24 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $12.335 to $12.48, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 25 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.56 to $12.32, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 26 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.77 to $12.765, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 27 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $12.77 to $13.30, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 28 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.95 to $12.59, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 29 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.47 to $12.07, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 30 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.86 to $11.50, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 31 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $11.02 to $11.94, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 32 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.885 to $11.66, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 33 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.515 to $11.26, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 34 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.6142 to $11.2901, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 35 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.42 to $10.75, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 36 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.43 to $10.77, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 37 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.42 to $11.11, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 38 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.37 to $11.13, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 39 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.22 to $10.74, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 40 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.02 to $10.49, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 41 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $9.95 to $10.34, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 42 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $9.41 to $9.98, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 43 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $9.36 to $10.345, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 44 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $10.36 to $10.92, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 45 | The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $9.93 to $10.545, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |