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This joint statement on Schedule 13D is being filed by Roumell Asset Management, LLC and by James C. Roumell (the “Reporting Persons”).
Roumell Asset Management is organized as a Maryland limited liability company. Its principal address, and address of its principal business, is 2 Wisconsin Circle, Suite 640, Chevy Chase, Maryland 20815. Roumell Asset Management is a registered investment adviser.
Mr. Roumell’s business address is 2 Wisconsin Circle, Suite 640, Chevy Chase, Maryland 20815. Mr. Roumell’s present principal occupation is acting as the President of Roumell Asset Management, a registered investment adviser, whose address is set forth above.
During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, none of the Reporting Persons have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws.
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(a) See Items 11 and 13 of the cover pages of this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares and percentage of common stock beneficially owned by each of the Reporting Persons.
(b) See Items 7, 8, 9 and 10 of the cover pages to this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares of common stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or direct the vote and/or sole or shared power to dispose or to direct the disposition of such shares of common stock.
(c) During the 60-day period ended July 24, 2019, Roumell Asset Management conducted the following transactions in the Issuer's common stock on behalf of its client advisory accounts, unless otherwise noted below. The share amount for any sale appears in parenthesis below, and all transactions were conducted in the open market for cash. Prices do not reflect brokerage commissions paid.
Mr. Roumell sold shares of the Issuer’s common stock during the 60-day period ended July 24, 2019, which are included as part of the July 24, 2019 sale.
Date No. of Shares Aggregate Price
6/12/2019 (210,000) (920,010.00) *
6/13/2019 (47,000) (194,544.70) *
6/14/2019 (112,000) (468,648.00) *
6/17/2019 (82,400) (352,467.36)
6/17/2019 (36,428) (156,458.26) *
6/18/2019 (43,000) (180,390.20) *
6/19/2019 (52,600) (216,090.56) *
6/20/2019 (33,900) (139,383.00) *
7/15/2019 (37,000) (144,639.90) *
7/16/2019 (50,000) (192,500.00) *
7/18/2019 (290,700) (1,103,537.56) *
7/19/2019 (7,117) (26,638.93) *
7/22/2019 (19,270) (70,496.01)
7/22/2019 (30,000) (109,884.00) *
7/23/2019 (61,789) (225,854.75)
7/23/2019 (684,365) (2,497,932.25) *
7/24/2019 (45,708) (165,837.77)
* Denotes transactions by the Fund
(d) Roumell Asset Management’s advisory clients have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s common stock. Investors in the Fund have the right to receive or direct the receipt of dividends from the shares of the Issuer’s common stock, but proceeds from the sale of such shares become assets of the Fund. Mr. Roumell has the right, through his personal account, to receive dividends from, or the proceeds from the sale of, the shares of the Issuer’s common stock.
(e) Not applicable.
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