Amendment: SEC Form SC 13D/A filed by Nuveen New York Quality Municipal Income Fund
$NAN
Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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NUVEEN NEW YORK QUALITY MUNICIPAL INCOME FUND
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(Name of Issuer)
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Preferred Shares
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(Title of Class of Securities)
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670654102
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(CUSIP Number)
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Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, North Carolina 28255
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 7, 2015
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(Date of Event which Requires Filing of this Statement)
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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(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/A
CUSIP No. 670654102
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Bank of America Corporation
56-0906609
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||||
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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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☐
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(b)
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☒
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||||
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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)
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| WC |
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||||
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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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||||
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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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| 0 |
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|||
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||||
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8
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SHARED VOTING POWER
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| 1,270 |
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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| 1,270 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 1,270 |
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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58.8%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| HC |
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*The calculation of the percentage of outstanding shares is based on 2,160 shares of AMTP and VRDP shares outstanding as of June 13, 2024, as disclosed by the Issuer in its Joint Proxy Statement filed with the SEC
on June 27, 2024.
CUSIP No. 670654102
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Banc of America Preferred Funding Corporation
75-2939570
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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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☐
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(b)
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☒
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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)
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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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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| 0 |
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|||
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||||
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8
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SHARED VOTING POWER
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| 1,270 |
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||||
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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|||
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10
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SHARED DISPOSITIVE POWER
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| 1,270 |
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 1,270 |
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|||
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||||
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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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☐
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||||
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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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58.8%*
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| CO |
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*The calculation of the percentage of outstanding shares is based on 2,160 shares of AMTP and VRDP shares outstanding as of June 13, 2024, as disclosed by the Issuer in its Joint Proxy Statement filed with the SEC
on June 27, 2024.
This Amendment No. 6 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated June 3, 2014 and filed with the SEC on June 4, 2014, (as amended to the
date hereof, the “Original Schedule 13D”), for Bank of America Corporation (“BAC”) and Banc of America Preferred Funding Corporation (“BAPFC”)
(collectively, the “Reporting Persons”) with respect to the adjustable rate munifund term preferred shares (“AMTP
Shares”) of Nuveen New York Quality Municipal Income Fund (the “Issuer”).
This Amendment is being filed to disclose previously unreported trades.
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Item 2.
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Identity and Background
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Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.
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Item 5.
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Interest in Securities of the Issuer
|
The Reporting Persons have effected the transactions in securities of the Issuer identified in Schedule III.
| Item 7. |
Material to be Filed as Exhibits
|
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:
|
Exhibit No.
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Description
|
|
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Joint Filing Agreement, dated as of December 13, 2024, by and among the Reporting Persons.
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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.
| Date: December 13, 2024. | ||
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BANK OF AMERICA CORPORATION
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By:
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/s/ Andres Ortiz
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Name: Andres Ortiz
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Title: Authorized Signatory
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BANC OF AMERICA PREFERRED FUNDING CORPORATION
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By:
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/s/ Andres Ortiz
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Name: Andres Ortiz
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Title: Authorized Signatory
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Page 1 of 3
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS
The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation. The business address of each of the executive officers and directors of
Bank of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.
|
Name
|
Position with Bank of
America Corporation
|
Principal Occupation
|
||
|
Brian T. Moynihan
|
Chairman of the Board, Chief Executive Officer and Director
|
Chairman of the Board and Chief Executive Officer of Bank of America Corporation
|
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Paul M. Donofrio
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Vice Chair
|
Vice Chair of Bank of America Corporation
|
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Thong M. Nguyen
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Vice Chair, Head of Global Strategy & Enterprise Platforms
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Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
|
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Bruce R. Thompson
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Vice Chair, Head of Enterprise Credit
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Vice Chair, Head of Enterprise Credit of Bank of America Corporation
|
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Dean C. Athanasia
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President, Regional Banking
|
President, Regional Banking of Bank of America Corporation
|
||
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James P. DeMare
|
President, Global Markets
|
President, Global Markets of Bank of America Corporation
|
||
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Kathleen A. Knox
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President, The Private Bank
|
President, The Private Bank of Bank of America Corporation
|
||
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Matthew M. Koder
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President, Global Corporate and Investment Banking
|
President, Global Corporate and Investment Banking of Bank of America Corporation
|
||
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Bernard A. Mensah
|
President, International; CEO, Merrill Lynch International
|
President, International of Bank of America Corporation and CEO, Merrill Lynch International
|
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Lindsay DeNardo Hans
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President, Co-Head Merrill Wealth Management
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President, Co-Head Merrill Wealth Management of Bank of America Corporation
|
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Eric Schimpf
|
President, Co-Head Merrill Wealth Management
|
President, Co-Head Merrill Wealth Management of Bank of America Corporation
|
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Aditya Bhasin
|
Chief Technology and Information Officer
|
Chief Technology and Information Officer of Bank of America Corporation
|
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D. Steve Boland
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Chief Administrative Officer
|
Chief Administrative Officer of Bank of America Corporation
|
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Alastair Borthwick
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Chief Financial Officer
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Chief Financial Officer of Bank of America Corporation
|
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Sheri Bronstein
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Chief Human Resources Officer
|
Chief Human Resources Officer of Bank of America Corporation
|
||
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Geoffrey Greener
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Chief Risk Officer
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Chief Risk Officer of Bank of America Corporation
|
||
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Thomas M. Scrivener
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Chief Operations Executive
|
Chief Operations Executive of Bank of America Corporation
|
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Lauren A. Mogensen
|
Global General Counsel
|
Global General Counsel of Bank of America Corporation
|
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Lionel L. Nowell, III
|
Lead Independent Director
|
Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
|
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Sharon L. Allen
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Director
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Former Chairman, Deloitte LLP
|
||
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Jose E. Almeida
|
Director
|
Chairman, President and Chief Executive Officer of Baxter International Inc.
|
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Pierre J.P. de Weck1
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Director
|
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
|
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Arnold W. Donald
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Director
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Former President and Chief Executive Officer, Carnival Corporation & Carnival plc
|
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Linda P. Hudson
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Director
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Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
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Monica C. Lozano
|
Director
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Lead Independent Director, Target Corporation; Former Chief Executive Officer, Former College Futures Foundation and Former Chairman, US Hispanic Media Inc.
|
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Denise L. Ramos
|
Director
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Former Chief Executive Officer and President of ITT Inc.
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Clayton S. Rose
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Director
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Baker Foundation Professor of Management Practice at Harvard Business School
|
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Michael D. White
|
Director
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Former Chairman, President, and Chief Executive Officer of DIRECTV
|
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Thomas D. Woods2
|
Director
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Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
|
||
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Maria T. Zuber
|
Director
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Vice President for Research and E.A., Griswold Professor of Geophysics, MIT
|
1 Mr. de Weck is a citizen of Switzerland.
2 Mr. Woods is a citizen of Canada.
Page 3 of 3
The following sets forth the name and present principal occupation of each executive officer and director of Banc of America Preferred Funding Corporation. The business address of each of the executive officers and directors of Banc of
America Preferred Funding Corporation is 214 North Tryon Street, Charlotte, North Carolina 28255.
|
Name
|
Position with Banc of
America Preferred Funding
Corporation
|
Principal Occupation
|
||
|
John J. Lawlor
|
Director and President
|
Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
|
||
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James Duffy
|
Managing Director
|
Director; MBAM BFO, The CFO Group
of Bank of America, National Association
|
||
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Michael I. Jentis
|
Managing Director
|
Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
|
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Mona Payton
|
Managing Director
|
Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
|
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Edward J. Sisk
|
Director and Managing Director
|
Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
|
||
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John B. Sprung
|
Director
|
Corporate Director
|
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David A. Stephens
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Director and Managing Director
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Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association
|
Schedule II
SCHEDULE OF LITIGATION
Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. (“BofA Securities,” successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America,
N.A., have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state
securities laws. Such proceedings are reported and summarized in the BofA Securities Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.
Schedule III
The following tables set forth all unreported transactions with respect to common stock and derivative securities effected by or on behalf of the Reporting Persons. All of their transactions were effectuated for cash.
COMMON STOCK
|
TRADE DATE
|
BUY/SELL
|
QUANTITY
|
PRICE
|
EXECUTION
|
|||||||
|
05/07/2015
|
B
|
1,000
|
$
|
13.7299
|
OTC
|
||||||
|
05/07/2015
|
S
|
1,000
|
$
|
13.6854
|
OTC
|
||||||
|
10/07/2015
|
S
|
33
|
$
|
13.6276
|
OTC
|
||||||
|
10/07/2015
|
S
|
200
|
$
|
13.6276
|
OTC
|
||||||
|
10/07/2015
|
S
|
17
|
$
|
13.6276
|
OTC
|
||||||
|
10/08/2015
|
B
|
250
|
$
|
13.6299
|
OTC
|
||||||
|
11/02/2015
|
B
|
59
|
$
|
13.8267
|
OTC
|
||||||
|
11/02/2015
|
B
|
103
|
$
|
13.8267
|
OTC
|
||||||
|
11/11/2015
|
S
|
162
|
$
|
13.5568
|
OTC
|
||||||
|
12/18/2015
|
S
|
12
|
$
|
13.95
|
OTC
|
||||||
|
12/21/2015
|
B
|
12
|
$
|
14.0475
|
OTC
|
||||||
|
02/26/2016
|
B
|
1,925
|
$
|
14.4099
|
OTC
|
||||||
|
02/26/2016
|
S
|
1,400
|
$
|
14.3952
|
OTC
|
||||||
|
02/26/2016
|
S
|
525
|
$
|
14.39
|
OTC
|
||||||
|
03/02/2016
|
S
|
247
|
$
|
14.28
|
OTC
|
||||||
|
03/02/2016
|
B
|
247
|
$
|
14.2799
|
OTC
|
||||||
|
03/16/2016
|
B
|
25
|
$
|
14.498
|
OTC
|
||||||
|
03/17/2016
|
S
|
25
|
$
|
14.4801
|
OTC
|
||||||
|
04/22/2016
|
S
|
40
|
$
|
15.1125
|
OTC
|
||||||
|
04/26/2016
|
B
|
40
|
$
|
15.1099
|
OTC
|
||||||
|
06/27/2016
|
B
|
43
|
$
|
15.4575
|
OTC
|
||||||
|
07/01/2016
|
S
|
43
|
$
|
15.6725
|
OTC
|
||||||
|
07/18/2016
|
B
|
64
|
$
|
15.6464
|
OTC
|
||||||
|
07/18/2016
|
S
|
64
|
$
|
15.621
|
OTC
|
||||||
|
06/22/2017
|
S
|
279
|
$
|
14.0647
|
OTC
|
||||||
|
06/22/2017
|
B
|
79
|
$
|
14.08
|
OTC
|
||||||
|
06/22/2017
|
B
|
100
|
$
|
14.08
|
OTC
|
||||||
|
06/22/2017
|
B
|
100
|
$
|
14.08
|
OTC
|
||||||
|
11/01/2017
|
B
|
2,515
|
$
|
13.86
|
OTC
|
||||||
|
11/02/2017
|
S
|
2,515
|
$
|
13.8225
|
OTC
|
||||||
|
07/17/2018
|
B
|
360
|
$
|
12.53
|
OTC
|
||||||
|
07/17/2018
|
B
|
200
|
$
|
12.53
|
OTC
|
||||||
|
07/17/2018
|
B
|
100
|
$
|
12.54
|
OTC
|
||||||
|
07/17/2018
|
B
|
200
|
$
|
12.53
|
OTC
|
||||||
|
07/17/2018
|
B
|
100
|
$
|
12.53
|
OTC
|
||||||
|
07/17/2018
|
B
|
200
|
$
|
12.53
|
OTC
|
||||||
|
07/17/2018
|
B
|
200
|
$
|
12.53
|
OTC
|
||||||
|
07/17/2018
|
B
|
200
|
$
|
12.53
|
OTC
|
||||||
|
07/17/2018
|
S
|
200
|
$
|
12.53
|
NASDAQ
|
||||||
|
07/17/2018
|
S
|
100
|
$
|
12.54
|
NYSE
|
||||||
|
07/17/2018
|
S
|
100
|
$
|
12.53
|
NYSE
|
||||||
|
07/17/2018
|
S
|
200
|
$
|
12.53
|
BATS X
|
||||||
|
07/17/2018
|
S
|
200
|
$
|
12.53
|
ARCA
|
||||||
|
07/17/2018
|
S
|
200
|
$
|
12.53
|
EDGE X
|
||||||
|
07/17/2018
|
S
|
200
|
$
|
12.53
|
NYSE
|
||||||
|
07/17/2018
|
S
|
360
|
$
|
12.53
|
NYSE
|
||||||
|
09/10/2018
|
B
|
2,400
|
$
|
12.5401
|
OTC
|
||||||
|
09/10/2018
|
B
|
2,400
|
$
|
12.5447
|
OTC
|
||||||
|
09/24/2018
|
B
|
2,000
|
$
|
12.2094
|
OTC
|
||||||
|
09/24/2018
|
B
|
2,000
|
$
|
12.2061
|
OTC
|
||||||
|
09/25/2018
|
S
|
900
|
$
|
12.1867
|
OTC
|
||||||
|
09/25/2018
|
S
|
1,100
|
$
|
12.18
|
OTC
|
||||||
|
09/25/2018
|
S
|
100
|
$
|
12.2
|
OTC
|
||||||
|
09/25/2018
|
S
|
1,200
|
$
|
12.1869
|
OTC
|
||||||
|
09/25/2018
|
S
|
600
|
$
|
12.2
|
OTC
|
||||||
|
09/25/2018
|
S
|
400
|
$
|
12.187
|
OTC
|
||||||
|
09/25/2018
|
S
|
100
|
$
|
12.1952
|
OTC
|
||||||
|
09/25/2018
|
S
|
100
|
$
|
12.1862
|
OTC
|
||||||
|
09/25/2018
|
S
|
6
|
$
|
12.18
|
OTC
|
||||||
|
09/25/2018
|
S
|
100
|
$
|
12.1862
|
OTC
|
||||||
|
09/25/2018
|
S
|
14
|
$
|
12.1858
|
OTC
|
||||||
|
09/25/2018
|
S
|
1,000
|
$
|
12.1863
|
OTC
|
||||||
|
09/25/2018
|
S
|
100
|
$
|
12.1862
|
OTC
|
||||||
|
09/25/2018
|
S
|
500
|
$
|
12.1862
|
OTC
|
||||||
|
09/25/2018
|
S
|
180
|
$
|
12.1857
|
OTC
|
||||||
|
09/25/2018
|
S
|
2,400
|
$
|
12.1808
|
OTC
|
||||||
|
08/23/2019
|
S
|
6,033
|
$
|
14.135
|
OTC
|
||||||
|
08/26/2019
|
B
|
500
|
$
|
14.14
|
ARCA
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.15
|
BATS X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.15
|
BATS X
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.15
|
OTC
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.15
|
OTC
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.15
|
OTC
|
||||||
|
08/26/2019
|
B
|
63
|
$
|
14.15
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.15
|
NYSE
|
||||||
|
08/26/2019
|
B
|
37
|
$
|
14.15
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.14
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.14
|
BATS Y
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.13
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.13
|
NASDAQ
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.13
|
NASDAQ
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.15
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.15
|
CSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.15
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.15
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.15
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.15
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.17
|
ARCA
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.14
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.14
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.17
|
OTC
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.17
|
OTC
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.16
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.16
|
NYSE
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.17
|
OTC
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.17
|
OTC
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.17
|
OTC
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
OTC
|
||||||
|
08/26/2019
|
B
|
200
|
$
|
14.17
|
OTC
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
EDGE X
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
100
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
30
|
$
|
14.17
|
NYSE
|
||||||
|
08/26/2019
|
B
|
3
|
$
|
14.17
|
NYSE
|
||||||
|
08/27/2019
|
S
|
281
|
$
|
14.1644
|
OTC
|
||||||
|
09/03/2019
|
B
|
281
|
$
|
14.2768
|
OTC
|
||||||
|
03/19/2020
|
S
|
10,994
|
$
|
10.7605
|
OTC
|
||||||
|
03/20/2020
|
B
|
200
|
$
|
11.59
|
OTC
|
||||||
|
03/20/2020
|
B
|
1,000
|
$
|
11.58
|
OTC
|
||||||
|
03/20/2020
|
B
|
1,200
|
$
|
11.58
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.58
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.58
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.58
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.6
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.6
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
4
|
$
|
11.62
|
OTC
|
||||||
|
03/20/2020
|
B
|
400
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
200
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
700
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
200
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
600
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
500
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
300
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
200
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
504
|
$
|
11.62
|
OTC
|
||||||
|
03/20/2020
|
B
|
200
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
400
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
96
|
$
|
11.62
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.6
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.62
|
OTC
|
||||||
|
03/20/2020
|
B
|
600
|
$
|
11.56
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
22
|
$
|
11.63
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.61
|
OTC
|
||||||
|
03/20/2020
|
B
|
100
|
$
|
11.63
|
OTC
|
||||||
|
03/20/2020
|
B
|
200
|
$
|
11.63
|
OTC
|
||||||
|
06/24/2020
|
S
|
1,100
|
$
|
13.4341
|
OTC
|
||||||
|
06/24/2020
|
B
|
1,100
|
$
|
13.455
|
OTC
|
||||||
|
07/20/2020
|
S
|
62
|
$
|
13.6911
|
OTC
|
||||||
|
07/21/2020
|
B
|
62
|
$
|
13.6926
|
OTC
|
||||||
|
07/15/2021
|
B
|
220
|
$
|
15.24
|
OTC
|
||||||
|
07/15/2021
|
S
|
220
|
$
|
15.24
|
NYSE
|
||||||
|
04/13/2022
|
S
|
2,250
|
$
|
11.8737
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.89
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.89
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.89
|
OTC
|
||||||
|
04/13/2022
|
B
|
200
|
$
|
11.89
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.92
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.92
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.92
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.92
|
OTC
|
||||||
|
04/13/2022
|
B
|
200
|
$
|
11.92
|
OTC
|
||||||
|
04/13/2022
|
B
|
174
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
174
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
200
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
26
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
126
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
200
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
24
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
100
|
$
|
11.93
|
OTC
|
||||||
|
04/13/2022
|
B
|
26
|
$
|
11.93
|
OTC
|
||||||
|
04/14/2022
|
B
|
270
|
$
|
11.79
|
OTC
|
||||||
|
04/18/2022
|
S
|
124
|
$
|
11.72
|
OTC
|
||||||
|
04/18/2022
|
S
|
146
|
$
|
11.72
|
OTC
|
||||||
|
08/01/2022
|
B
|
400
|
$
|
12.02
|
OTC
|
||||||
|
08/02/2022
|
S
|
100
|
$
|
12.06
|
OTC
|
||||||
|
08/02/2022
|
S
|
300
|
$
|
12.06
|
OTC
|
||||||
|
09/08/2022
|
B
|
285
|
$
|
11.1031
|
OTC
|
||||||
|
09/13/2022
|
S
|
170
|
$
|
11.1673
|
OTC
|
||||||
|
09/14/2022
|
S
|
141
|
$
|
11.1717
|
OTC
|
||||||
|
09/20/2022
|
B
|
200
|
$
|
11.0
|
OTC
|
||||||
|
09/21/2022
|
S
|
200
|
$
|
11.0
|
OTC
|
||||||
|
10/04/2022
|
B
|
958
|
$
|
10.4046
|
OTC
|
||||||
|
10/05/2022
|
B
|
993
|
$
|
10.2969
|
OTC
|
||||||
|
10/11/2022
|
S
|
627
|
$
|
10.2511
|
OTC
|
||||||
|
10/12/2022
|
S
|
109
|
$
|
10.2424
|
OTC
|
||||||
|
10/20/2022
|
B
|
548
|
$
|
9.9912
|
OTC
|
||||||
|
10/27/2022
|
B
|
344
|
$
|
9.7218
|
OTC
|
||||||
|
11/01/2022
|
S
|
44
|
$
|
10.0382
|
OTC
|
||||||
|
11/02/2022
|
S
|
1,013
|
$
|
9.9326
|
OTC
|
||||||
|
11/03/2022
|
S
|
663
|
$
|
9.8661
|
OTC
|
||||||
|
11/04/2022
|
S
|
114
|
$
|
9.9138
|
OTC
|
||||||
|
11/07/2022
|
S
|
186
|
$
|
9.9754
|
OTC
|
||||||
|
11/11/2022
|
B
|
29
|
$
|
10.2724
|
OTC
|
||||||
|
11/22/2022
|
S
|
114
|
$
|
10.8303
|
OTC
|
||||||
|
12/01/2022
|
B
|
24
|
$
|
11.0013
|
OTC
|
||||||
|
12/29/2022
|
B
|
800
|
$
|
10.71
|
OTC
|
||||||
|
12/29/2022
|
B
|
100
|
$
|
10.72
|
OTC
|
||||||
|
12/29/2022
|
B
|
100
|
$
|
10.72
|
OTC
|
||||||
|
12/29/2022
|
B
|
100
|
$
|
10.71
|
OTC
|
||||||
|
12/29/2022
|
B
|
100
|
$
|
10.72
|
OTC
|
||||||
|
12/29/2022
|
B
|
300
|
$
|
10.71
|
OTC
|
||||||
|
12/29/2022
|
S
|
100
|
$
|
10.72
|
NASDAQ
|
||||||
|
12/29/2022
|
S
|
100
|
$
|
10.72
|
NASDAQ
|
||||||
|
12/29/2022
|
S
|
100
|
$
|
10.71
|
NASDAQ
|
||||||
|
12/29/2022
|
S
|
800
|
$
|
10.71
|
NYSE
|
||||||
|
12/29/2022
|
S
|
100
|
$
|
10.72
|
ASE
|
||||||
|
12/29/2022
|
S
|
300
|
$
|
10.71
|
NASDAQ
|
||||||
|
03/28/2023
|
B
|
100
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
100
|
$
|
10.74
|
OTC
|
||||||
|
03/28/2023
|
B
|
100
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
100
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
400
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
50
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
100
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
100
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
150
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
100
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
B
|
100
|
$
|
10.74
|
OTC
|
||||||
|
03/28/2023
|
B
|
600
|
$
|
10.76
|
OTC
|
||||||
|
03/28/2023
|
S
|
150
|
$
|
10.76
|
AMEX
|
||||||
|
03/28/2023
|
S
|
100
|
$
|
10.76
|
MEMX
|
||||||
|
03/28/2023
|
S
|
600
|
$
|
10.76
|
OTC INTERNAL
|
||||||
|
03/28/2023
|
S
|
50
|
$
|
10.76
|
BX
|
||||||
|
03/28/2023
|
S
|
100
|
$
|
10.76
|
NYSE
|
||||||
|
03/28/2023
|
S
|
100
|
$
|
10.76
|
NYSE
|
||||||
|
03/28/2023
|
S
|
100
|
$
|
10.74
|
NYSE
|
||||||
|
03/28/2023
|
S
|
100
|
$
|
10.76
|
CHX
|
||||||
|
03/28/2023
|
S
|
100
|
$
|
10.76
|
NYSE
|
||||||
|
03/28/2023
|
S
|
100
|
$
|
10.76
|
NYSE
|
||||||
|
03/28/2023
|
S
|
400
|
$
|
10.76
|
OTC INTERNAL
|
||||||
|
03/28/2023
|
S
|
100
|
$
|
10.74
|
NYSE
|
||||||
|
11/16/2023
|
B
|
2,000
|
$
|
10.0793
|
OTC
|
||||||
|
11/17/2023
|
S
|
2,000
|
$
|
10.125
|
OTC
|
||||||
|
12/15/2023
|
B
|
4,621
|
$
|
10.8291
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
300
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
1,321
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
300
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
300
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
400
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
300
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
300
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
200
|
$
|
10.85
|
OTC
|
||||||
|
12/18/2023
|
S
|
100
|
$
|
10.85
|
OTC
|
||||||
|
10/17/2024
|
S
|
10,400
|
$
|
11.6159
|
OTC
|
||||||
|
10/18/2024
|
B
|
100
|
$
|
11.69
|
OTC
|
||||||
|
10/18/2024
|
B
|
10,300
|
$
|
11.69
|
OTC
|
||||||
DERIVATIVE SECURITIES
|
TRADE
DATE
|
BUY/SELL | QUANTITY | PRICE | EXECUTION |
|
09/08/2022
|
S
|
(1)
|
(1)
|
OTC
|
|
09/13/2022
|
B
|
(2)
|
(2)
|
OTC
|
|
09/13/2022
|
S
|
(2)
|
(2)
|
OTC
|
|
09/14/2022
|
B
|
(3)
|
(3)
|
OTC
|
|
09/14/2022
|
B
|
(4)
|
(4)
|
OTC
|
|
10/04/2022
|
S
|
(5)
|
(5)
|
OTC
|
|
10/04/2022
|
S
|
(6)
|
(6)
|
OTC
|
|
10/05/2022
|
B
|
(7)
|
(7)
|
OTC
|
|
10/05/2022
|
S
|
(7)
|
(7)
|
OTC
|
|
10/11/2022
|
B
|
(8)
|
(8)
|
OTC
|
|
10/11/2022
|
S
|
(8)
|
(8)
|
OTC
|
|
10/12/2022
|
B
|
(9)
|
(9)
|
OTC
|
|
10/12/2022
|
S
|
(9)
|
(9)
|
OTC
|
|
10/20/2022
|
B
|
(10)
|
(10)
|
OTC
|
|
10/20/2022
|
S
|
(10)
|
(10)
|
OTC
|
|
10/27/2022
|
B
|
(11)
|
(11)
|
OTC
|
|
10/27/2022
|
S
|
(11)
|
(11)
|
OTC
|
|
11/01/2022
|
B
|
(12)
|
(12)
|
OTC
|
|
11/01/2022
|
S
|
(12)
|
(12)
|
OTC
|
|
11/02/2022
|
B
|
(13)
|
(13)
|
OTC
|
|
11/02/2022
|
S
|
(13)
|
(13)
|
OTC
|
|
11/02/2022
|
B
|
(14)
|
(14)
|
OTC
|
|
11/02/2022
|
S
|
(14)
|
(14)
|
OTC
|
|
11/03/2022
|
B
|
(15)
|
(15)
|
OTC
|
|
11/03/2022
|
S
|
(15)
|
(15)
|
OTC
|
|
11/03/2022
|
B
|
(16)
|
(16)
|
OTC
|
|
11/03/2022
|
S
|
(16)
|
(16)
|
OTC
|
|
11/04/2022
|
B
|
(17)
|
(17)
|
OTC
|
|
11/04/2022
|
S
|
(17)
|
(17)
|
OTC
|
|
11/04/2022
|
B
|
(18)
|
(18)
|
OTC
|
|
11/04/2022
|
S
|
(18)
|
(18)
|
OTC
|
|
11/07/2022
|
B
|
(19)
|
(19)
|
OTC
|
|
11/07/2022
|
S
|
(19)
|
(19)
|
OTC
|
|
11/11/2022
|
B
|
(20)
|
(20)
|
OTC
|
|
11/11/2022
|
S
|
(20)
|
(20)
|
OTC
|
|
11/22/2022
|
B
|
(21)
|
(21)
|
OTC
|
|
11/22/2022
|
S
|
(21)
|
(21)
|
OTC
|
|
11/22/2022
|
B
|
(22)
|
(22)
|
OTC
|
|
11/22/2022
|
B
|
(23)
|
(23)
|
OTC
|
|
12/01/2022
|
S
|
(24)
|
(24)
|
OTC
|
1. The Reporting Persons entered an equity swap agreement under which, upon the termination of the agreement on October 31, 2023, the counterparty will pay to the Reporting Persons any decrease in the price of the
Common Stock below $11.1034 per share and the Reporting Persons will pay to the counterparty any increase in the price of the Common Stock above $11.1034 per share, in each case, based on a notional amount of 285 shares of Common Stock.
2. On September 13, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 115 and to change the reference price used to determine when payments are
made to $11.167. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination
of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
3. On September 14, 2022, the Reporting Persons terminated the equity swap agreement.
4. The Reporting Persons entered an equity swap agreement under which, upon the termination of the agreement on October 31, 2023, the Reporting Persons will pay to the counterparty any decrease in the price of the
Common Stock below $11.1714 per share and the counterparty will pay to the Reporting Persons any increase in the price of the Common Stock above $11.1714 per share, in each case, based on a notional amount of 26 shares of Common Stock.
5. On October 4, 2022, the Reporting Persons terminated the equity swap agreement.
6. The Reporting Persons entered an equity swap agreement under which, upon the termination of the agreement on October 31, 2023, the counterparty will pay to the Reporting Persons any decrease in the price of the Common Stock below $10.4049
per share and the Reporting Persons will pay to the counterparty any increase in the price of the Common Stock above $10.4049 per share, in each case, based on a notional amount of 932 shares of Common Stock.
7. On October 5, 2022, the Reporting Persons amended the equity swap agreement to increase the notional number of shares of Common Stock to 1,925 and to change the reference price used to determine when payments
are made to $10.2972. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the
termination of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
8. On October 11, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 1,298 and to change the reference price used to determine when payments are made to $10.2508. Without
admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination of the previously reported
equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
9. On October 12, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 1,189 and to change the reference price used to determine when payments are
made to $10.2421. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination
of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
10. On October 20, 2022, the Reporting Persons amended the equity swap agreement to increase the notional number of shares of Common Stock to 1,737 and to change the reference price used to determine when payments
are made to $9.9915. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the
termination of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
11. On October 27, 2022, the Reporting Persons amended the equity swap agreement to increase the notional number of shares of Common Stock to 2,081 and to change the reference price used to determine when payments
are made to $9.7221. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the
termination of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
12. On November 1, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 2,037 and to change the reference price used to determine when payments
are made to $10.0379. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the
termination of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
13. On November 2, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 1,176 and to change the reference price used to determine when payments
are made to $9.9323. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the
termination of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
14. On November 2, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 1,024. Without admitting this change resulted in a material amendment to
the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination of the previously reported equity swap agreement and the entering into of a new
equity swap agreement reflecting the amended terms.
15. On November 3, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 493 and to change the reference price used to determine when payments are
made to $9.8658. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination
of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
16. On November 3, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 361. Without admitting this change resulted in a material amendment to the
equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination of the previously reported equity swap agreement and the entering into of a new equity
swap agreement reflecting the amended terms.
17. On November 4, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 264 and to change the reference price used to determine when payments are
made to $9.9135. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination
of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
18. On November 4, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 247. Without admitting this change resulted in a material amendment to the
equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination of the previously reported equity swap agreement and the entering into of a new equity
swap agreement reflecting the amended terms.
19. On November 7, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 61 and to change the reference price used to determine when payments are
made to $9.9751. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination
of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
20. On November 11, 2022, the Reporting Persons amended the equity swap agreement to increase the notional number of shares of Common Stock to 90 and to change the reference price used to determine when payments
are made to $10.2727. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the
termination of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
21. On November 22, 2022, the Reporting Persons amended the equity swap agreement to reduce the notional number of shares of Common Stock to 29 and to change the reference price used to determine when payments are
made to $10.83. Without admitting these changes resulted in a material amendment to the equity swap agreement for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons have treated the amendment as the termination
of the previously reported equity swap agreement and the entering into of a new equity swap agreement reflecting the amended terms.
22. On November 22, 2022, the Reporting Persons terminated the equity swap agreement.
23. The Reporting Persons entered an equity swap agreement under which, upon the termination of the agreement on October 31, 2023, the Reporting Persons will pay to the counterparty any decrease in the price of the
Common Stock below $10.83 per share and the counterparty will pay to the Reporting Persons any increase in the price of the Common Stock above $10.83 per share, in each case, based on a notional amount of 24 shares of Common Stock.
24. On December 1, 2022, the Reporting Persons terminated the equity swap agreement.
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).