Amended Statement of Beneficial Ownership (sc 13d/a)
June 29 2017 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)
1
The Meet Group, Inc.
(Name
of Issuer)
Common Stock
,
par value $0.001 per share
(Title of Class of Securities)
585141104
(CUSIP Number)
JEFFREY
B. OSHER
Harvest
Capital Strategies LLC
600 Montgomery Street, Suite 1700
San Francisco, California 94111
(415) 869-4433
STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 27, 2017
(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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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
).
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1
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NAME OF REPORTING PERSON
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HARVEST CAPITAL STRATEGIES LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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4,425,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,425,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,425,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.4%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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JEFFREY B. OSHER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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4,425,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,425,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,425,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.4%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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HARVEST SMALL CAP PARTNERS MASTER, LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,763,182
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,763,182
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,763,182
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.0%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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HARVEST SMALL CAP PARTNERS, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,661,818
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,661,818
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,661,818
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.4%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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HARVEST SMALL CAP PARTNERS GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,661,818
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,661,818
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,661,818
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.4%
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14
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TYPE OF REPORTING PERSON
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OO
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
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Item 1.
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Security and Issuer
.
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Item 1 is hereby amended
and restated to read as follows:
This statement relates
to the Common Stock, par value $0.001 per share (the “Shares”), of The Meet Group, Inc., a Delaware corporation
(the
“Issuer”). The address of the principal executive offices of the Issuer is 100 Union Square Drive, New Hope,
Pennsylvania 18938.
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Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by each of Harvest Small Cap Master and Harvest Small Cap were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted,
as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 2,763,182 Shares
beneficially owned by Harvest Small Cap Master is approximately $9,895,113, including brokerage commissions. The aggregate
purchase price of the 1,661,818 Shares beneficially owned by Harvest Small Cap is approximately $5,611,563, including brokerage
commissions.
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Item 4.
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Purpose of Transaction
.
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Item 4 is hereby
amended to add the following:
On June 27, 2017,
Harvest Capital and certain of its affiliates (collectively, “Harvest”) entered into a cooperation agreement with the
Issuer (the “Cooperation Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”).
Pursuant to the terms
of the Cooperation Agreement, the Issuer agreed to appoint Jim Parmelee to the Board, effective immediately, and an additional
independent director (together with Mr. Parmelee, the “New Directors”) within ninety (90) days of the Cooperation
Agreement from a pool of approved candidates (or such other candidates as Harvest and the Issuer shall mutually agree upon), each
with a term expiring at the Issuer’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). The Issuer
also agreed, among other things, to: (i) accept the resignation of one existing member of the Board to become effective immediately
prior to the appointment of Mr. Parmelee as a director; (ii) increase the size of the Board from six (6) to seven (7) directors;
(iii) appoint each of the New Directors to at least one (1) of the three (3) standing committees of the Board that the Issuer
is required to maintain pursuant to the NASDAQ listing standards;
provided
that, with respect to each such committee appointment,
the New Director is and continues to remain eligible to serve as a member of such committee pursuant to applicable law and the
rules of NASDAQ that are applicable to the composition of such committee; and (iv) not increase the size of the Board beyond seven
(7) members without the unanimous approval of the Board until the expiration of the Standstill Period (as defined below).
The Cooperation Agreement
also provides that if any of the New Directors (or any replacement director) is unable to serve as a director for any reason,
resigns as a director, or is removed as a director prior to the end of the Standstill Period and at such time Harvest beneficially
owns in the aggregate at least three percent (3.0%) of the Issuer’s then outstanding Shares, subject to adjustment, then
Harvest and the Issuer will work together in good faith to appoint a mutually agreed-upon replacement director.
Pursuant to the terms
of the Cooperation Agreement, Harvest agreed, among other things, to: (i) appear in person or by proxy at each annual and special
meeting of stockholders held during the Standstill Period such that all Shares owned by Harvest are counted as present thereat
for purposes of establishing a quorum and vote all Shares beneficially owned by it on the Issuer’s proxy card or voting instruction
form (a) in favor of the election of only the nominees nominated and recommended by the Board and (b) in accordance with the Board’s
recommendation with respect to any other proposal presented at such meeting unless (x) Institutional Shareholder Services Inc.
recommends otherwise with respect to any such proposal (other than with respect to the election of nominees as directors to the
Board or the removal of directors from the Board), or (y) such proposal relates to an Opposition Matter (as defined in the Cooperation
Agreement) submitted by the Board to stockholders for approval.
Harvest also agreed
to certain customary standstill provisions until 11:59 p.m. Eastern Time on the date of the certification of the vote of stockholders
at the 2018 Annual Meeting (the “Standstill Period”). The standstill provisions generally prohibit Harvest and its
affiliates from taking specified actions during the Standstill Period with respect to the Issuer and its securities, including,
among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any other “group” or becoming
party to any voting arrangement or agreement; (iii) seeking or encouraging others to submit nominations for the election or removal
of directors; (iv) making stockholder proposals at any annual or special meeting of stockholders or offers with respect to mergers,
acquisitions and other business combinations; or (v) calling, or supporting another stockholder’s call of, a special meeting
of stockholders.
The foregoing description
of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is referenced
as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer
.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reportedly owned by each person named herein is based upon 69,515,015 Shares outstanding, as of May 5, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2017.
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(a)
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Harvest Capital, as the investment manager of each of Harvest Small Cap Master and Harvest Small
Cap, may be deemed the beneficial owner of the (i) 2,763,182 Shares owned by Harvest Small Cap Master and (ii) 1,661,818 Shares
owned by Harvest Small Cap.
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Percentage: Approximately 6.4%
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(b)
|
1. Sole power to vote or direct vote: 4,425,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,425,000
4. Shared power to dispose or direct the disposition: 0
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(c)
|
Harvest Capital has not entered into any transactions in the Shares during the past sixty (60)
days. The transactions in the Shares on behalf of each of Harvest Small Cap Master and Harvest Small Cap during the past sixty
(60) days are set forth in Schedule B and are incorporated herein by reference.
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|
(a)
|
Mr. Osher, as the portfolio manager of each of Harvest Small Cap Master and Harvest Small Cap and
as a managing director of Harvest Capital, may be deemed the beneficial owner of the (i) 2,763,182 Shares owned by Harvest Small
Cap Master and (ii) 1,661,818 Shares owned by Harvest Small Cap.
|
Percentage: Approximately 6.4%
|
(b)
|
1. Sole power to vote or direct vote: 4,425,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,425,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Osher has not entered into any transactions in the Shares during the past sixty (60) days.
The transactions in the Shares on behalf of each of Harvest Small Cap Master and Harvest Small Cap during the past sixty (60) days
are set forth in Schedule B and are incorporated herein by reference.
|
|
C.
|
Harvest Small Cap Master
|
|
(a)
|
As of the close of business on June 28, 2017, Harvest Small Cap Master beneficially owned 2,763,182
Shares.
|
Percentage: Approximately 4.0%
|
(b)
|
1. Sole power to vote or direct vote: 2,763,182
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,763,182
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Harvest Small Cap Master during the past sixty (60) days are
set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on June 28, 2017, Harvest Small Cap beneficially owned 1,661,818 Shares.
|
Percentage: Approximately 2.4%
|
(b)
|
1. Sole power to vote or direct vote: 1,661,818
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,661,818
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Harvest Small Cap during the past sixty (60) days are set forth
in Schedule B and are incorporated herein by reference.
|
|
(a)
|
Harvest Small Cap GP, as the general partner of Harvest Small Cap, may be deemed the beneficial
owner of the 1,661,818 Shares owned by Harvest Small Cap.
|
Percentage: Approximately 2.4%
|
(b)
|
1. Sole power to vote or direct vote: 1,661,818
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,661,818
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Harvest Small Cap GP has not entered into any transactions in the Shares during the past sixty
(60) days. The transactions in the Shares on behalf of Harvest Small Cap during the past sixty (60) days are set forth in Schedule
B and are incorporated herein by reference.
|
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended
to add the following:
On June 27, 2017,
Harvest and the Issuer entered into the Cooperation Agreement defined and described in Item 4 above and referenced as Exhibit 99.1
hereto.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following exhibit:
|
99.1
|
Cooperation
Agreement by and among Harvest Small Cap Partners Master, Ltd., Harvest Small Cap Partners, LP, Harvest Small Cap Partners GP,
LLC, Harvest Capital Strategies LLC, Jeffrey B. Osher and The Meet Group, Inc., dated June 27, 2017 (incorporated by reference
to Exhibit 10.1 to the Form 8-K filed by the Issuer on June 29, 2017).
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 29, 2017
|
Harvest Small Cap Partners Master, Ltd.
|
|
|
|
By:
|
Harvest Capital Strategies LLC
Investment Manager
|
|
|
|
By:
|
/s/ Jeffrey B. Osher
|
|
|
Name:
|
Jeffrey B. Osher
|
|
|
Title:
|
Managing Director
|
|
Harvest Small Cap Partners, LP
|
|
|
|
By:
|
Harvest Capital Strategies LLC
Investment Manager
|
|
|
|
By:
|
/s/ Jeffrey B. Osher
|
|
|
Name:
|
Jeffrey B. Osher
|
|
|
Title:
|
Managing Director
|
|
Harvest Small Cap Partners GP, LLC
|
|
|
|
By:
|
Harvest Capital Strategies LLC
Investment Manager of the Limited Partner
|
|
|
|
By:
|
/s/ Jeffrey B. Osher
|
|
|
Name:
|
Jeffrey B. Osher
|
|
|
Title:
|
Managing Director
|
|
Harvest Capital Strategies LLC
|
|
|
|
By:
|
/s/ Jeffrey B. Osher
|
|
|
Name:
|
Jeffrey B. Osher
|
|
|
Title:
|
Managing Director
|
|
/s/ Jeffrey B. Osher
|
|
jEFFREY B. OSHER
|
SCHEDULE A
Directors and Officers of Harvest
Small Cap Partners Master, Ltd.
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|
|
|
|
Philip Cater
|
Accountant
|
P.O. Box 61, Harbour Centre,
George Town
Grand Cayman, KY1-1102
Cayman Islands
|
New Zealand
|
|
|
|
|
Kevin Christopher Lynch
|
President and Chief Operating Officer
of Harvest Capital Strategies LLC
|
600 Montgomery Street
Suite 1700
San Francisco, California 94111
|
United States of America
|
|
|
|
|
Paul Stevenson
|
Accountant
|
Mintflower Place, 3
rd
Floor
8 Par-la-Ville Road
Hamilton HM08, Bermuda
|
Canada
|
SCHEDULE B
Transactions in the Shares During
the Past Sixty (60) Days
Amount of Shares
Purchased
|
Price ($)
|
Date of
Purchase
|
Harvest
SMALL CAP PARTNERS MASTER, LTD
.
15,606
|
5.8920
|
05/08/2017
|
10,200
|
5.4369
|
05/09/2017
|
48,804
|
5.6074
|
05/09/2017
|
18,783
|
5.2939
|
05/09/2017
|
68,622
|
5.3380
|
05/09/2017
|
25,397
|
4.6153
|
05/22/2017
|
5,651
|
4.6062
|
05/22/2017
|
2,800
|
4.6100
|
06/21/2017
|
594
|
4.6100
|
06/21/2017
|
5,344
|
4.6816
|
06/23/2017
|
2,476
|
4.6864
|
06/23/2017
|
21,248
|
4.7578
|
06/23/2017
|
17,595
|
4.7799
|
06/23/2017
|
15,622
|
4.8414
|
06/26/2017
|
15,580
|
4.8249
|
06/27/2017
|
HARVEST
SMALL CAP PARTNERS, LP
9,394
|
5.8920
|
05/08/2017
|
5,476
|
5.4369
|
05/09/2017
|
26,196
|
5.6074
|
05/09/2017
|
10,083
|
5.2939
|
05/09/2017
|
36,836
|
5.3380
|
05/09/2017
|
15,503
|
4.6153
|
05/22/2017
|
3,449
|
4.6062
|
05/22/2017
|
2,856
|
4.6816
|
06/23/2017
|
1,324
|
4.6864
|
06/23/2017
|
11,358
|
4.7578
|
06/23/2017
|
9,405
|
4.7799
|
06/23/2017
|
9,378
|
4.8414
|
06/26/2017
|
9,420
|
4.8249
|
06/27/2017
|
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