* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The Reporting Person disclaims beneficial ownership of the shares of Class B Common Stock except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of Class B Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(2) |
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. |
(3) |
Represents (i) 3,835,647 shares of Class B Common Stock held of record by Lake GHC, LLC and (ii) 958,657 shares of Class B Common Stock held of record by Shimoda GHC, LLC. Gregory B. Penner (who is concurrently filing a separate Form 3 in his capacity as Director and 10% Owner) is a manager of Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC and has voting and investment power with respect to the shares of Class B Common Stock held by such entities. |