UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
inTEST Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
461147 10 0
(CUSIP Number)
Hugh T. Regan, Jr., Treasurer and Chief Financial Officer
inTEST Corporation, 804 East Gate Drive, Suite 200, Mt. Laurel, NJ 08054 (856) 505-8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 13, 2017
(Date of Event Which Requires Filing This Statement)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
inTEST Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
461147 10 0
(CUSIP Number)
Hugh T. Regan, Jr., Treasurer and Chief Financial Officer
inTEST Corporation, 804 East Gate Drive, Suite 200, Mt. Laurel, NJ 08054 (856) 505-8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 13, 2017
(Date of Event Which Requires Filing 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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. ý
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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. 461147 10 0
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1.
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Name of Reporting Persons
Estate of Alyn R. Holt |
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2.
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Check the appropriate box if a member of a group (see instructions)
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(a) ý
(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 (see instructions)
PF |
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizen or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
-0- |
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8.
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Shared Voting Power
-0- |
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9.
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Sole Dispositive Power
-0- |
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10.
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Shared Dispositive Power
-0- |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
-0- |
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ |
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13.
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Percent of Class Represented by amount in Row (11)
0.0% |
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14.
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Type of Reporting Person*
IN |
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CUSIP No. 461147 10 0
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1.
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Name of Reporting Persons
Connie Holt GST Exempt Residuary Trust u/a dated 12/10/14 |
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2.
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Check the appropriate box if a member of a group (see instructions)
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(a) ý
(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 (see instructions)
OO |
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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☐
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6.
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Citizen or Place of Organization
New Jersey |
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Number of Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
-0- |
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8.
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Shared Voting Power
-0- |
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9.
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Sole Dispositive Power
-0- |
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10.
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Shared Dispositive Power
-0- |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
-0- |
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ |
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13.
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Percent of Class Represented by amount in Row (11)
0.0% |
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14.
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Type of Reporting Person*
OO |
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CUSIP No. 461147 10 0
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1.
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Name of Reporting Persons
Kristen Holt Thompson |
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2.
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Check the appropriate box if a member of a group (see instructions)
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(a) ý
(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 (see instructions)
OO |
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizen or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
-0- |
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8.
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Shared Voting Power
115,000 |
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9.
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Sole Dispositive Power
-0- |
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10.
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Shared Dispositive Power
115,000 |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
115,000 |
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ |
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13.
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Percent of Class Represented by amount in Row (11)
1.1% |
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14.
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Type of Reporting Person*
IN |
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CUSIP No. 461147 10 0
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1.
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Name of Reporting Persons
Holt Charitable Remainder Unitrust u/a Dated 5/22/00 |
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2.
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Check the appropriate box if a member of a group (see instructions)
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(a) ý
(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 (see instructions)
OO |
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizen or Place of Organization
New Jersey |
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Number of Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
-0- |
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8.
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Shared Voting Power
115,000 |
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9.
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Sole Dispositive Power
-0- |
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10.
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Shared Dispositive Power
115,000 |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
115,000 |
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ |
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13.
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Percent of Class Represented by amount in Row (11)
1.1% |
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14.
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Type of Reporting Person*
OO |
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CUSIP No. 461147 10 0
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1.
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Name of Reporting Persons
Alyn R. Holt Trust fbo Kristen Holt Thompson u/a Dated 4/14/03 |
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2.
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Check the appropriate box if a member of a group (see instructions)
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(a) ý
(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 (see instructions)
OO |
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizen or Place of Organization
New Jersey |
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Number of Shares Beneficially Owned By Each Reporting Person With |
7.
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Sole Voting Power
-0- |
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8.
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Shared Voting Power
-0- |
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9.
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Sole Dispositive Power
-0- |
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10.
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Shared Dispositive Power
-0- |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
-0- |
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ |
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13.
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Percent of Class Represented by amount in Row (11)
0.0% |
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14.
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Type of Reporting Person*
OO |
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Schedule 13D/A
Amendment No. 10
Amendment No. 10
The information in this Amendment No. 11 to Schedule 13D (this “Tenth Amendment” or this “13D/A”) amends and restates the Schedule 13D and Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7, No. 8, No. 9 and No. 10 to the Schedule 13D (collectively, the “Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Alyn R. Holt and the other Reporting Persons therein described on May 7, 2010, May 27, 2010, August 4, 2010, May 24, 2011, May 25, 2012, May 31, 2013, December 22, 2016, March 30, 2017, June 19, 2017, July 7, 2017, and July 13, 2017, respectively, relating to the common stock, par value $0.01 per share (the “Common Stock”), of inTEST Corporation. This Eleventh Amendment is filed to reflect the disposition of Common Stock by Kristen Holt Thompson as executor of the Estate of Alyn R. Holt.
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Item 5.
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Interest in Securities of the Issuer.
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a.
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See Items 11 and 13 on the cover page.
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b.
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See Items 7 through 10 on the cover page.
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c.
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See Annex A.
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d.
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No person 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, the securities reported on herein, other than the direct owner of such shares.
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e.
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On October 20, 2017, Kristen Holt Thompson ceased to be the beneficial owner of more than five percent of the inTEST Corporation’s Common Stock.
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SIGNATURES
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: April 20, 2018
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By:
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/s/ David A. Sirignano*
Kristen Holt Thompson, Executor Estate of Alyn R. Holt
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By:
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/s/ David A. Sirignano*
Kristen Holt Thompson, Trustee Holt Charitable Remainder Unitrust u/a Dated 5/22/00 |
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By:
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/s/ David A. Sirignano*
Kristen Holt Thompson |
By:
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/s/ David A. Sirignano*
Kristen Holt Thompson, Trustee Alyn R. Holt Trust fbo Kristen Holt Thompson u/a Dated 4/14/03 |
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By:
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/s/ David A. Sirignano*
Kristen Holt Thompson, Trustee Connie Holt GST Exempt Residuary Trust u/a Dated 12/10/14 * Pursuant to Power of Attorney filed as Exhibit 99.1 to the Schedule13D/A, filed on June 19, 2017.
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Annex A
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Transaction Date
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Shares Acquired
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Shares Disposed
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Price Per Share
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Description of Transaction
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July 14, 2017
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0
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13,534
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$6.8899
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 12, 2017
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0
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43,847
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$9.8448
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 13, 2017
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0
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86,524
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$9.7940
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 16, 2017
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0
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136,200
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$9.7231
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 17, 2017
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0
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67,672
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$9.7057
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 18, 2017
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0
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14,953
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$9.7000
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 19, 2017
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0
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481
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$9.7000
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 20, 2017
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0
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90,061
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$9.1427
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 23, 2017
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0
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14,505
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$9.1918
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Open market sale of shares of Common stock held by the Estate of Alyn R. Holt
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October 23, 2017
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0
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73,377
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$9.1078
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Open market sale of shares of Common stock held by Alyn R. Holt Trust fbo Kristen Holt Thompson u/a Dated 4/14/03
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October 24, 2017
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0
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30,372
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$8.8466
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Open market sale of shares of Common stock held by Alyn R. Holt Trust fbo Kristen Holt Thompson u/a Dated 4/14/03
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October 25, 2017
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0
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114,816
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$8.6056
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Open market sale of shares of Common stock held by Alyn R. Holt Trust fbo Kristen Holt Thompson u/a Dated 4/14/03
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October 26, 2017
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0
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41,435
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$8.6577
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Open market sale of shares of Common stock held by Alyn R. Holt Trust fbo Kristen Holt Thompson u/a Dated 4/14/03
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October 30, 2017
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0
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24,223
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$8.6908
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Open market sale of shares of Connie Holt GST Exempt Residuary Trust u/a dated 12/10/14
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October 31, 2017
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0
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81,767
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$8.6161
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Open market sale of shares of Connie Holt GST Exempt Residuary Trust u/a dated 12/10/14
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November 1, 2017
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0
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9,789
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$8.6000
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Open market sale of shares of Connie Holt GST Exempt Residuary Trust u/a dated 12/10/14
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November 2, 2017
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0
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100
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$8.6000
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Open market sale of shares of Connie Holt GST Exempt Residuary Trust u/a dated 12/10/14
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November 6, 2017
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0
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12,152
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$8.2029
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Open market sale of shares of Connie Holt GST Exempt Residuary Trust u/a dated 12/10/14
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November 7, 2017
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0
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22,396
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$8.4651
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Open market sale of shares of Connie Holt GST Exempt Residuary Trust u/a dated 12/10/14
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