GREEN DOT CORPORATION
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(Name of Registrant as Specified in Its Charter)
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HARVEST SMALL CAP PARTNERS MASTER, LTD.
HARVEST SMALL CAP PARTNERS, LP
HSCP STRATEGIC I, LP
HARVEST FINANCIAL PARTNERS, LP
HARVEST CAPITAL STRATEGIES LLC
JEFFREY B. OSHER
DONALD DESTINO
CRAIG BAUM
SATURNINO FANLO
GEORGE W. GRESHAM
PHILIP B. LIVINGSTON
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Thank you for your support,
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/s/ Jeffrey B. Osher |
Jeffrey B. Osher
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Harvest Small Cap Partners Master, Ltd.
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If you have any questions, require assistance in voting your GRREN proxy card,
or need additional copies of Harvest’s proxy materials,
please contact Okapi Partners at the phone numbers or email listed below.
OKAPI PARTNERS LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
(212) 297-0720
Shareholders Call Toll-Free at: 855-208-8903
E-mail: info@okapipartners.com
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To elect Harvest’s three (3) director nominees, Saturnino Fanlo, George W. Gresham, and Philip B. Livingston (each a “Nominee” and, collectively, the “Nominees”), to the Board as Class III directors to serve until the 2019 annual meeting of shareholders and until their respective successors are duly elected and qualified;
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;
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To consider and vote upon a shareholder proposal, if presented, to adopt a majority voting standard in uncontested director elections; and
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To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
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If your shares of Common Stock are registered in your own name, please sign and date the enclosed GREEN proxy card and return it to Harvest, c/o Okapi Partners LLC (“Okapi Partners”), in the enclosed postage-paid envelope today.
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If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial owner of the shares of Common Stock, and these proxy materials, together with a GREEN voting form, are being forwarded to you by your broker or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions.
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Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed voting form.
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If you have any questions, require assistance in voting your GREEN proxy card,
or need additional copies of Harvest’s proxy materials,
please contact Okapi Partners at the phone numbers or email listed below.
OKAPI PARTNERS LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
(212) 297-0720
Shareholders Call Toll-Free at: 855-208-8903
E-mail: info@okapipartners.com
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In June 2012, Harvest’s Craig Baum met with Green Dot’s former Chief Financial Officer, John Keatley, at the William Blair Growth Conference in Chicago, IL to discuss the Company’s business model and strategy.
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In October and November 2012, Harvest began conducting extensive due diligence on Green Dot, which included speaking with representatives of Green Dot, attending investor presentations and conferences, conducting financial analyses, and speaking with other industry participants.
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On December 12, 2012, Mr. Baum met with Mr. Keatley and Chris Mammone, Green Dot’s former Vice President of Investor Relations, at Green Dot’s headquarters in Pasadena, CA. During this meeting, the participants discussed the GPR prepaid competitive environment, Green Dot’s relationship with Walmart, and the Company's then recently implemented risk controls. Harvest began purchasing shares of Green Dot on December 20, 2012 after conducting additional due diligence.
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Over the next two years, Harvest’s Jeff Osher and Mr. Baum held dozens of telephone calls and meetings with representatives of Green Dot to discuss the Company’s operating plan, execution, financial performance, and strategic decisions. During 2013 and 2014, Harvest’s interactions were predominantly with Mr. Streit, Mr. Keatley, and Mr. Mammone.
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In late 2013, and throughout 2014, Green Dot’s performance began to diverge from the Company’s stated operating plan (which had already been significantly reduced in 2012), and management began to make contradictory, and in Harvest’s view, often irreconcilable public statements. The Company also seemingly failed to execute on several important strategic and operating objectives, such as internal processing deadlines, GoBank initiatives, and MoneyCard targets.
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On January 29, 2015, Green Dot reported Q4’14 results and provided 2015 earnings per share (EPS) guidance that was significantly below consensus expectations. In addition, management provided what Harvest believed to be irreconcilable revenue guidance for 2015 with several inconsistent statements.
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On January 30, 2015, Messrs. Osher and Baum held a call with Green Dot’s former Chief Financial Officer, Grace Wang, and Mr. Mammone. During this call, among other matters, the participants discussed the Company’s analysis, process, and plan for the removal of MoneyPak, why the expected MoneyPak impact was so much greater than Mr. Streit had projected on the Company’s Q3’14 earnings conference call, and the Company’s revenue guidance that seemed to imply a significant re-acceleration in organic revenue growth.
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On February 3, 2015, Green Dot filed a Form 8-K in which the Company disclosed for the first time that acquired card programs were expected to contribute $78 million of revenue in 2015. The previously undisclosed acquired revenue represented more than 50% of the Company’s expected year-over-year revenue growth, and over 10% of forecasted annual revenue. That same day, Messrs. Osher and Baum held a call with Messrs. Streit and Mammone. During this call, among other matters, the participants discussed the rationale behind the Company’s decision to withhold disclosure of these material acquisitions on its most recent earnings call and Harvest’s concerns regarding the contradictory implied margin from the discontinuation of MoneyPak, the Company’s on-going “non-recurring” processing expenses, and management’s retroactive re-characterization of the benefit from the discontinuation of a fee waiver in Q1’14.
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On February 11, 2015, Mr. Osher e-mailed Messrs. Streit and Mammone, Ms. Wang, and Green Dot’s Lead Independent Director, Kenneth Aldrich expressing concern regarding the Company’s communications with sell-side analysts and investors. Mr. Osher also emphasized that given Green Dot’s unreliable performance and pattern of negative financial guidance revisions, management should consider taking a more conservative approach to its quarterly guidance and financial forecasting. Additionally, Mr. Osher shared Harvest's opinion that changes must begin to materialize at Green Dot to deliver on the Company’s operating plan and that the Board should begin to focus on accountability. That same day, Mr. Streit e-mailed Mr. Osher and offered to have all future investor relations interactions conducted directly through him.
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On March 12, 2015, Mr. Osher e-mailed Mr. Aldrich to request a time for a discussion.
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On March 13, 2015, at Mr. Mammone’s request, Mr. Baum e-mailed Mr. Streit examples of metrics that Harvest believed failed to reconcile and asked for further clarification on issues discussed previously with Mr. Mammone. That afternoon, Mr. Baum spoke with Mr. Streit to again try to reconcile the Company’s ongoing inconsistent statements and financial commentary.
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Also on March 13, 2015, Mr. Aldrich responded to Mr. Osher stating he would be willing to meet with Harvest at Green Dot’s office or in the Los Angeles area. Mr. Aldrich indicated he would include Mary Dent, a fellow director and member of the Company’s Audit Committee and Nominating and Corporate Governance Committee (the “Nominating Committee”).
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On March 23, 2015, Mr. Osher delivered a letter to Mr. Aldrich and Ms. Dent providing an overview of Harvest’s concerns, including what Harvest believed to be numerous strategic missteps, weak operational execution, the inability to grow EPS during a five year period when revenues nearly doubled, and the dismal performance of Green Dot’s stock price since its initial public offering (IPO). Mr. Osher emphasized the importance of accountability and Harvest’s opinion that Mr. Streit would be better suited in a newly created role of Executive Chairman. Also in this letter, Mr. Osher communicated that Harvest was not an activist, did not want to be disruptive or a source of unnecessary cost or distraction for the Company, and therefore wished to keep communications private. Mr. Osher expressed Harvest’s desire to work in a cooperative manner with the Board to establish a framework for change at Green Dot.
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On March 25, 2015, Messrs. Osher and Baum met with Mr. Aldrich and Ms. Dent at a Regus conference center in Glendale, CA. During the meeting, Messrs. Osher and Baum discussed Harvest’s views and concerns regarding the Company’s leadership, performance, shareholder communication, alignment of interests, and employee turnover. Also during this meeting, the participants discussed the Board’s assessment of the Company’s and Mr. Streit’s performance since Green Dot’s IPO, the decision process and lack of accountability for withholding material information from shareholders on two acquisitions, the Board and management’s preparedness should the Company fail to renew its Walmart MoneyCard contract, as well as the Board’s plan of action to remedy the Company’s underperformance and hold Mr. Streit accountable. At the conclusion of this meeting, Mr. Aldrich and Ms. Dent expressed their support for Mr. Streit, but requested that Harvest follow-up with specific details and examples regarding the communication issues Harvest raised during the meeting.
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On March 30, 2015, Mr. Osher delivered a follow-up letter to Mr. Aldrich and Ms. Dent detailing five examples of what Harvest believed to be confusing, inconsistent, or irreconcilable public statements made by senior management. These examples included Mr. Streit’s shifting commentary regarding the Company’s benefit from discontinuing a fee waiver in Q1’14, Green Dot’s inadequate and inconsistent acquisition disclosures, Mr. Streit’s contradictory statements regarding the discontinuation of MoneyPak, irreconcilable statements regarding the size and profitability of Green Dot’s MoneyCard program, and management’s inaccurate revenue guidance and misleading accretion commentary from the Company’s recent acquisition of Santa Barbara Tax Products Group (“TPG”). In the letter, Mr. Osher once again emphasized Harvest’s desire to work constructively with the Board to remedy Green Dot’s apparent leadership failures.
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On March 30, 2015, Mr. Aldrich confirmed receipt of Harvest’s letter, stating that he appreciated the information provided by Mr. Osher and would follow-up with him, but it would take some time to digest and review the materials provided.
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On April 9, 2015, Mr. Osher e-mailed Mr. Aldrich to request a time to discuss why Green Dot altered its vesting policy in the event of a change of control just two weeks after Mr. Aldrich and Ms. Dent had met with Harvest. Mr. Aldrich replied that he was unavailable to discuss Mr. Osher's concerns due to his own business commitments. Although Harvest believed this to be a corporate governance issue most appropriate to discuss with Green Dot’s Lead Independent Director, Mr. Aldrich instructed Mr. Osher to communicate with Green Dot’s investor relations regarding the vesting policy change. In the same correspondence, Mr. Aldrich stated that the Board had commenced reviewing the issues raised by Harvest and were taking its concerns seriously.
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On April 10, 2015, consistent with Mr. Streit’s instructions in February to direct investor relations inquiries directly to him, Mr. Osher called Mr. Streit for clarification on the Company’s vesting policy and to seek further clarity on what Harvest still believed to be conflicting public statements and communication discrepancies. That same day, Mr. Streit replied by e-mail, stating that Don Duffy, Green Dot’s investor relations consultant, would follow-up on the matter.
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On April 24, 2015, after receiving no report from Mr. Aldrich or Ms. Dent for 30 days since meeting in Glendale, Mr. Osher e-mailed Mr. Aldrich and Ms. Dent to request a follow-up call. That same day, Mr. Aldrich responded that the Board was actively reviewing the concerns outlined by Harvest and wanted the process to be thorough and complete. Mr. Aldrich stated that he would follow-up once the review was complete.
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On May 7, 2015, Green Dot reported Q1’15 results and lowered its projected annual revenue guidance, while also disclosing that MoneyPak would have an even larger impact on the business than was publicly discussed on the Q4’14 earnings call. The Company also announced Ms. Wang had transitioned from CFO to Senior Vice President, Corporate Finance/Business Intelligence, and that the Board had appointed Mark Shifke Acting CFO. Additionally, management stated (i) the Company’s recent acquisition, TPG, was $7 million behind its previously lowered revenue plan, (ii) the Company had mis-modeled $9 million of TPG expenses that would negatively impact Q2’15 financial performance, and (iii) the Company’s historical key business metrics (including number of active cards) were altered.
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On May 8, 2015, Messrs. Osher and Baum spoke with Messrs. Shifke, Mammone, Duffy and Jess Unruh, Green Dot’s Chief Accounting Officer. During this call, among other matters, the participants discussed the timing, process, and updated financial impact from the removal of MoneyPak, GoBank’s performance versus stated plan of one million annualized run-rate account enrollments by year-end, and updated timing regarding the Company’s delayed program launch with Ace Cash Express. Also on this call, the participants discussed management’s retroactive change to historical key business metrics and what Harvest believed to be additional inconsistent statements made by Mr. Streit. Also on this date, Mr. Osher e-mailed Mr. Aldrich and Ms. Dent to follow-up on the issues and concerns presented by Harvest in the March meeting and letters. That same day, Mr. Aldrich replied to Mr. Osher stating that the Board was still evaluating the issues raised and would let Harvest know when the process was complete.
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On May 11, 2015, Mr. Osher e-mailed Mr. Aldrich and Ms. Dent to bring to the Board’s attention additional examples of communication and execution failures that Harvest believes arose in the Q1’15 earnings release and conference call, including TPG financial commentary by Mr. Streit that failed to reconcile with the financial results disclosed in the Company’s 10-Q.
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On May 12, 2015, Mr. Aldrich replied to Mr. Osher, stating that the Board would discuss Harvest’s inquiry into Mr. Streit’s public comments and disclosures at its next meeting on May 28, 2015. Mr. Aldrich further stated that the Board takes concerns of shareholders seriously and viewed the amount of time taken by the Board to respond as reasonable and appropriate given the nature and volume of Harvest’s concerns.
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Also on May 12, 2015, Mr. Duffy responded to Mr. Osher regarding Mr. Streit’s conflicting conference call statements and subsequent 10-Q disclosures on TPG. Mr. Duffy stated that Mr. Streit’s comments during the earnings call were meant to be a “ballpark figure” and that was why his comments did not reconcile with the results disclosed in Green Dot’s 10-Q.
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On May 22, 2015, David Battaglia, a lawyer at Gibson Dunn, Green Dot’s corporate counsel, sent a letter to Joe Jolson, JMP Group’s CEO. Among other things, the letter attempted to curb Harvest’s criticism of Mr. Streit’s performance as Green Dot’s CEO and thwart the communication between Messrs. Osher and Baum and the Board. It was unclear in the letter whether Mr. Battaglia was acting in his capacity as counsel for Green Dot or for Mr. Streit personally.
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On May 27, 2015, Mr. Osher e-mailed Mr. Aldrich and Ms. Dent offering to answer questions or provide additional information at the Board meeting on May 28, 2015.
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On June 1, 2015, the Board delivered a three paragraph letter to Harvest, stating that the Board “disagreed” with Harvest’s conclusions and interpretations regarding Mr. Streit’s performance and shareholder communications. The Board did not provide support in its letter for its conclusions, nor did it comment on Harvest’s proposals. However, the Board reassured Harvest that, “the Board and management agree that going forward we should place a greater emphasis on achieving both top and bottom line growth and building greater shareholder value as measured in the equity markets.”
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On June 5, 2015, Mr. Osher sent a letter to Mr. Battaglia stating that Harvest was within its rights as a Green Dot shareholder to communicate its serious concerns regarding Mr. Steit’s performance to the Board. Also in this letter, Mr. Osher asked Mr. Battaglia to direct all future correspondence regarding Harvest’s investment in Green Dot to Mr. Osher.
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On July 8, 2015, Mr. Osher spoke telephonically with Mr. Aldrich and Ms. Dent. During this call, among other matters, the participants discussed the Board’s process to investigate the issues raised by Harvest. Mr. Aldrich stated that the Board spent considerable time examining Harvest’s concerns and believed there was a misinterpretation around small items and was satisfied that each substantive concern presented by Harvest had been addressed. Also during this call, Mr. Osher inquired about the benefits of appointing new directors that could provide fresh perspective to the Board. Mr. Aldrich stated that Green Dot always examines the size of the Board and the skill sets of its individual directors, but was opposed to expanding the size of the Board because he believed the current size fostered the greatest productivity. However, Mr. Aldrich conceded that there was a dearth of public investment and capital markets experience on the Board. Separately, in response to Mr. Osher’s questions regarding the May 22, 2015 letter from Mr. Battaglia, Mr. Aldrich and Ms. Dent informed Mr. Osher that the letter from Gibson Dunn had not been authorized by the Board and was instead the result of Mr. Streit’s personal activities.
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On August 4, 2015, Green Dot reported Q2’15 earnings and announced updated guidance, lowering 2015 revenue, EBITDA, and EPS expectations. On its earnings call, the Company reported a material decline in its active card base and reported MoneyPak would have a much larger impact on the business than previously expected. Mr. Streit indicated that despite the material sequential decline in active cards, the card portfolio would begin to stabilize going forward. The Company also recorded an impairment charge on its internal processing initiative.
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On August 18, 2015, Messrs. Osher and Baum met with Messrs. Shifke, Mammone, and Duffy at Harvest's office in San Francisco, CA. During this meeting, among other matters, the participants discussed the ecosystem effects from the discontinuation of MoneyPak, Green Dot’s updated Walmart MoneyCard agreement, the rationale for maintaining the GoBank brand, management’s assumptions behind the Company’s implied Q4’15 revenue acceleration, and Harvest’s concerns regarding the Company’s ongoing failure to achieve financial forecasts. Also during this meeting, Harvest expressed concern regarding Green Dot’s guidance for 2015 and consensus estimates for 2016. Harvest recommended that in an effort to restore credibility with the financial community, the Company should consider proactively addressing 2016 estimates on its next earnings call.
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On November 5, 2015, Green Dot reported Q3’15 earnings and lowered 2015 guidance for the third time. Despite Mr. Streit’s comments on the Q2’15 earnings call that Green Dot’s active card portfolio would begin to stabilize, the Company reported a 6% sequential decline in its active card base during the third quarter. Additionally on this date, Green Dot stated the Company did not expect to grow revenue in 2016.
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Also on November 5, 2015, Mr. Osher e-mailed Mr. Aldrich and Ms. Dent requesting a call with the Board to discuss a range of proposals that Harvest believed would enhance short- and long-term shareholder value. Mr. Osher also emphasized that since assuring Harvest on June 1, 2015 that the “Board and management agree that going forward a greater emphasis [would be placed] on achieving both top and bottom line growth and building greater shareholder value as measured in the equity markets,” Green Dot had downwardly revised financial expectations twice.
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On November 16, 2015, Ms. Dent e-mailed Mr. Osher and tentatively offered Harvest the opportunity to become a temporary insider to better understand the Company’s product roadmap and 2016 initiatives. Ms. Dent asked Harvest to discuss the option with its outside counsel.
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On November 19, 2015, Mr. Osher replied to Ms. Dent stating that Harvest believed the 2016 roadmap should be disclosed to all stakeholders in a public forum. Mr. Osher reiterated Harvest’s opinion that meaningful changes must occur to address the long-standing core issues afflicting Green Dot which Harvest believed to be leadership, operating execution, financial performance, and accountability. Mr. Osher again requested a meeting with the Board.
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On December 2, 2015, Mr. Aldrich e-mailed Mr. Osher to offer a meeting with the Board at Green Dot’s headquarters in Pasadena. Mr. Aldrich again reiterated the Company’s offer to make Harvest a temporary insider subject to a non-disclosure agreement.
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On December 10, 2015, Messrs. Osher, Baum, and KC Lynch, Harvest’s President and Chief Operating Officer, met with Mr. Aldrich, Ms. Dent, and Green Dot directors Timothy Greenleaf, Michael Moritz, and George Shaheen. John Ricci, Green Dot’s General Counsel, was also present. Former Green Dot director Samuel Altman and current Green Dot director Glinda Bridgforth Hodges were absent and Mr. Streit did not attend at the request of Harvest. During this meeting, among other matters, Harvest discussed its concerns with the Company’s on-going, multi-year execution errors and misleading investor communications, along with Green Dot’s long-term stock price underperformance. Harvest again sought to discuss the framework for an amicable transition plan for Mr. Streit. The Board members in attendance disagreed that Mr. Streit was accountable for the Company’s performance shortfalls and refused to consider a CEO transition.
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On December 11, 2015, Mr. Osher e-mailed Mr. Aldrich to ask why Mr. Altman did not attend the Board meeting. It was understood by Harvest that Ms. Bridgforth Hodges would not attend due to a medical issue, but Mr. Aldrich had stated that all other Board members would be in attendance.
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On December 12, 2015, Mr. Aldrich replied stating that he did not know why Mr. Altman failed to attend the meeting but suspected that Mr. Altman’s absence may have had to do with his venture capital duties.
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On January 25, 2016, Harvest Capital filed a Schedule 13D with the SEC (the “Schedule 13D”), reporting a 6.2% beneficial ownership stake in Green Dot. On the same day, Harvest issued a press release and delivered a comprehensive letter and presentation titled “Proven Leadership is the Missing Ingredient for Long-Term Success” (the “Green Dot Presentation”) to the Board outlining in detail Harvest’s significant concerns regarding the continued mismanagement and apparent value destruction at Green Dot under the direction of Mr. Streit. That same day, Green Dot issued a response stating it would carefully review Harvest’s suggestions.
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On February 12, 2016, Ms. Dent left Mr. Osher a voicemail message informing him that Harvest would be receiving a letter and proposal from Green Dot. That same day, Mr. Ricci delivered a letter to Messrs. Osher and Baum inviting Harvest to participate with other top ten shareholders of the Company to identify potential candidates to add to the Board. The letter stated that if Harvest wished to participate in the Board suggestion process, Harvest attorneys should contact Green Dot's attorneys by February 26, 2016.
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On February 18, 2016, Harvest sent a letter to the Board declining Green Dot’s invitation. Harvest stated that merely identifying additional directors was an inadequate response to the serious, long-term issues it had raised. Harvest re-emphasized its preference to work constructively with the Board to address Green Dot’s performance and execution issues. Harvest again implored the Board to engage in a real plan of action that begins with leadership succession.
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On February 24, 2016, Green Dot reported Q4’15 results and provided guidance for 2016. In addition to missing the consensus EBITDA estimate, Mr. Streit made several statements during the earnings conference call that Harvest believed were factual misrepresentations, including statements that he is the “largest shareholder of the company by far” and that he hasn’t “sold shares since November of 2010”, which are described in more detail below in the Reasons for the Solicitation section of this Proxy Statement.
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On March 3, 2016, Harvest delivered a letter to the Board, which was also released publicly, to correct Mr. Streit’s misleading and inaccurate statements. Also in this letter, Harvest notified the Board that it planned to nominate three directors for election at the Annual Meeting. That same day, Green Dot issued a response stating that it respects and values the opinions and views offered by Harvest and would seek to satisfy Harvest's concerns.
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On March 9, 2016, Mr. Streit e-mailed Messrs. Osher and Baum, offering Harvest the opportunity to name one member to the Green Dot Board. Mr. Streit also offered to adjust his compensation to be better aligned with shareholders’ interests.
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On March 11, 2016, Messrs. Osher and Baum responded to Mr. Streit’s proposal, stating that Harvest would be amenable to working constructively with the Board, but a discussion would need to begin with leadership succession and the replacement of current directors. Harvest again proposed a graceful leadership transition and emphasized its preference to avoid a proxy fight.
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On March 13, 2016, Mr. Streit e-mailed Messrs. Osher and Baum reiterating Green Dot’s offer for Harvest to name one Board member.
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On March 14, 2016, Harvest delivered a letter to the Company’s Secretary, formally nominating George Gresham, Nino Fanlo, and Philip Livingston for election to the Board at the Annual Meeting and issued a press release announcing its delivery of the nomination letter to Green Dot. That same day, Green Dot issued a response again reiterating its previous offer for Harvest to name one Board member.
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On March 29, 2016, the Company filed its preliminary proxy statement in connection with the Annual Meeting.
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On April 1, 2016, Harvest filed its preliminary proxy statement in connection with the Annual Meeting.
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On April 11, 2016, the Company filed amendment no. 1 to its preliminary proxy statement in connection with the Annual Meeting.
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On April 11, 2016, Harvest filed amendment no. 1 to its preliminary proxy statement in connection with the Annual Meeting.
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On April 15, 2016, the Company filed amendment no. 2 to its preliminary proxy statement in connection with the Annual Meeting.
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On April 18, 2016, the Company filed its definitive proxy statement in connection with the Annual Meeting.
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On April 19, 2016, Harvest filed amendment no. 2 to its preliminary proxy statement in connection with the Annual Meeting.
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Source: CapitalIQ. Peer returns based on equal-weighted average. *Total Shareholder Returns exclude dividend reinvestment.
**Original peer group obtained from Company’s 2013 and 2014 proxy statements. Revised peer group obtained from Company’s 2015 proxy statement.
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Source: Company filings.
*9/18/14 was date of TPG acquisition announcement; management lowered annual guidance.
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Source: Company filings, earnings releases, and conference calls. |
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Discontinuation of MoneyPak: we believe the removal of MoneyPak was poorly tested, vastly underestimated and should not have occurred until a reliable substitute was ready, as it resulted in damage to Green Dot’s ecosystem and multiple negative revenue revisions during 2015.
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In-house Processing Migration: management has failed to deliver the expected “significant cost savings” touted by Mr. Streit as far back as the Q4’11 earnings call. Three years after Green Dot’s purchase of eCommLink, and two years after the in-house migration was expected to commence, Green Dot included a $5 million “non-recurring processor migration” expense in its 2015 guidance. Purportedly one-time expenses for this strategically important project have become a recurring item for Green Dot.
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Loopt Acquisition: we believe management squandered shareholder capital in its acquisition of Loopt, Inc. (“Loopt”) in 2012 for $43 million, only to shut down the business promptly thereafter. To our knowledge, the Company has not used a single line of Loopt code. Notably, we believe the Board overlooked significant conflicts of interest in approving this transaction considering Sequoia Capital sat on the boards of both Green Dot and Loopt, and was also the largest shareholder of both companies.7
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Launch of GoBank: the highly touted mobile banking product has consistently missed expectations, altered its strategy, and in our view, wasted shareholder money and confused consumers. At the beginning of 2015, management set a public goal to reach “a seven figure annualized run rate in new GoBank account enrollments by year-end.” The Company recently conceded it will not achieve this target.
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Updated MoneyCard Program: we believe the updated MoneyCard program was poorly designed and implemented. Not only did the new products fail to drive increased value but after the strategic re-launch, Walmart revenue began to decline and the new pricing schedules confused customers.8
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TPG Acquisition: the acquisition of TPG was poorly structured in our view, with management issuing 6.133 million undervalued Green Dot shares when inexpensive bank debt was available. From the conference call announcing the acquisition on September 18, 2014 through its first year under Green Dot’s control, TPG experienced multiple negative revenue revisions and had a 22% shortfall relative to management’s initial 2015 forecast.
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Sallie Mae Partnership: Green Dot’s initially positive foray into the higher education market ended with a project write-down and a breach of contract lawsuit.
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Remove Mr. Streit as CEO and Install a Proven Leader. As outlined above, during the past five years under Mr. Streit’s leadership, Green Dot has significantly underperformed the broader market and its peer group. Further, Mr. Streit has failed to execute on many strategic initiatives and has struggled to properly communicate with shareholders. We believe hiring a proven leader, who can methodically execute on strategic initiatives while embracing employee collaboration, would re-energize the talented Green Dot organization and rebuild credibility in the investment community.
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Reconstitute the Board and Adopt Policies Targeting Shareholder Alignment. We believe the Board is misaligned, entrenched, and lacks a shareholder-friendly mindset. Green Dot’s long-tenured directors, Messrs. Greenleaf and Moritz, appear complacent towards Mr. Streit’s apparent shortcomings and have failed to hold him accountable for Green Dot’s prolonged underperformance, inconsistent financial forecasting, and misleading investor communications.
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Realign Green Dot’s Strategic Initiatives to Balance Realistic Growth Targets with Profitability. We believe Green Dot must forego its outdated goal of double-digit revenue growth and instead, implement realistic revenue growth targets such as active card and ARPU growth of 2.5% and 5.0%, respectively. Doing so would allow management to eschew numerous distractions and focus on cost reductions and operating leverage, which we believe would lead to double-digit organic EPS growth and significant cash flow to fund accretive acquisitions, strategic growth initiatives like secured credit, and methodical share repurchases.
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Right-size the Cost Structure and Optimize the Capital Structure. Since 2010, Green Dot’s compensation & benefits, processing expenses, and G&A expenses have each grown at a faster rate than revenue. Based on conversations with a third party cost structure consultant, former Green Dot employees, and current and former employees and executives at comparable companies who are familiar with Green Dot’s business, Harvest believes Green Dot can eliminate material inefficient annual expenses through a standard realignment. These activities may include relocating certain call center functions to lower cost geographies, eliminating certain complimentary IT development expenses for partners, and eliminating certain non-revenue producing projects. While it is our belief Green Dot can reduce its annual operating expenses, our assumptions may prove incorrect and there is no guarantee the Company will achieve any such expected savings. Independent of a one-time restructuring, we believe Green Dot must abandon its “instinctive” budgeting approach and adopt a strenuous, ROI-based discipline towards spending decisions. We believe the Board must also adopt a policy that compares future investments and acquisitions against the relative “cheapness” of the Company’s own equity.
|
Harvest Small Cap Partners Master, Ltd.
|
_________________, 2016
|
Nature of
the Transaction
|
Amount of Shares
Purchased/(Sold)
|
Date of
Purchase/Sale
|
Sale of Class A Common Stock
|
(4,099)
|
03/31/2014
|
Sale of Class A Common Stock
|
(7,128)
|
04/01/2014
|
Closing Out Short Sale Against the Box
|
646,683
|
04/01/2014
|
Sale of Class A Common Stock
|
(7,175)
|
04/02/2014
|
Sale of Class A Common Stock
|
(7,146)
|
04/03/2014
|
Sale of Class A Common Stock
|
(12,290)
|
04/04/2014
|
Sale of Class A Common Stock
|
(9,286)
|
04/07/2014
|
Sale of Class A Common Stock
|
(26,788)
|
04/08/2014
|
Sale of Class A Common Stock
|
(528)
|
04/16/2014
|
Sale of Class A Common Stock
|
(45)
|
04/17/2014
|
Sale of Class A Common Stock
|
(36,042)
|
04/22/2014
|
Sale of Class A Common Stock
|
(51,815)
|
04/23/2014
|
Sale of Class A Common Stock
|
(59,420)
|
04/24/2014
|
Sale of Class A Common Stock
|
(6,025)
|
04/25/2014
|
Sale of Class A Common Stock
|
(11,595)
|
04/28/2014
|
Sale of Class A Common Stock
|
(15,460)
|
04/29/2014
|
Sale of Class A Common Stock
|
(41,200)
|
04/30/2014
|
Purchase of Class A Common Stock
|
36,092
|
05/01/2014
|
Purchase of Class A Common Stock
|
8,992
|
05/02/2014
|
Purchase of Class A Common Stock
|
59,457
|
05/05/2014
|
Purchase of Class A Common Stock
|
23,972
|
05/06/2014
|
Purchase of Class A Common Stock
|
22,513
|
05/07/2014
|
Purchase of Class A Common Stock
|
7,950
|
05/08/2014
|
Purchase of Class A Common Stock
|
16,914
|
05/09/2014
|
Purchase of Class A Common Stock
|
7,413
|
05/12/2014
|
Purchase of Class A Common Stock
|
7,366
|
05/13/2014
|
Purchase of Class A Common Stock
|
7,484
|
05/14/2014
|
Purchase of Class A Common Stock
|
10,966
|
05/15/2014
|
Purchase of Class A Common Stock
|
10,100
|
05/16/2014
|
Purchase of Class A Common Stock
|
13,428
|
05/19/2014
|
Purchase of Class A Common Stock
|
7,306
|
05/20/2014
|
Purchase of Class A Common Stock
|
6,894
|
05/21/2014
|
Purchase of Class A Common Stock
|
9,788
|
05/23/2014
|
Purchase of Class A Common Stock
|
10,039
|
05/27/2014
|
Purchase of Class A Common Stock
|
2,272
|
06/02/2014
|
Purchase of Class A Common Stock
|
11,896
|
06/03/2014
|
Purchase of Class A Common Stock
|
1,695
|
06/04/2014
|
Purchase of Class A Common Stock
|
254
|
06/05/2014
|
Purchase of Class A Common Stock
|
711,056
|
06/25/2014
|
Short Sale of Class A Common Stock
|
(711,056)
|
06/25/2014
|
Purchase of Class A Common Stock
|
10,842
|
06/30/2014
|
Closing Out Short Sale Against the Box
|
711,056
|
07/01/2014
|
Sale of Class A Common Stock
|
(50)
|
07/16/2014
|
Sale of Class A Common Stock
|
(4,421)
|
07/17/2014
|
Sale of Class A Common Stock
|
(2,554)
|
07/23/2014
|
Sale of Class A Common Stock
|
(4,469)
|
07/24/2014
|
Sale of Class A Common Stock
|
(5,292)
|
07/25/2014
|
Sale of Class A Common Stock
|
(40,401)
|
07/28/2014
|
Purchase of Class A Common Stock
|
660
|
07/31/2014
|
Purchase of Class A Common Stock
|
43,807
|
08/01/2014
|
Purchase of Class A Common Stock
|
14,322
|
08/06/2014
|
Purchase of Class A Common Stock
|
10,674
|
08/07/2014
|
Purchase of Class A Common Stock
|
8,373
|
08/19/2014
|
Purchase of Class A Common Stock
|
346
|
08/20/2014
|
Purchase of Class A Common Stock
|
125
|
08/21/2014
|
Purchase of Class A Common Stock
|
2,915
|
08/25/2014
|
Purchase of Class A Common Stock
|
2,159
|
08/26/2014
|
Purchase of Class A Common Stock
|
13,133
|
09/03/2014
|
Purchase of Class A Common Stock
|
13,701
|
09/12/2014
|
Purchase of Class A Common Stock
|
6,170
|
09/15/2014
|
Purchase of Class A Common Stock
|
101,585
|
09/16/2014
|
Purchase of Class A Common Stock
|
15,598
|
09/17/2014
|
Purchase of Class A Common Stock
|
95,402
|
09/18/2014
|
Purchase of Class A Common Stock
|
118,484
|
09/19/2014
|
Sale of Class A Common Stock
|
(835)
|
09/19/2014
|
Purchase of Class A Common Stock
|
26,420
|
09/22/2014
|
Purchase of Class A Common Stock
|
901
|
09/23/2014
|
Purchase of Class A Common Stock
|
32,809
|
09/24/2014
|
Purchase of Class A Common Stock
|
5,879
|
09/25/2014
|
Purchase of Class A Common Stock
|
64,773
|
09/29/2014
|
Short Sale of Class A Common Stock
|
(61,000)
|
09/29/2014
|
Purchase of Class A Common Stock
|
23,970
|
09/30/2014
|
Purchase of Class A Common Stock
|
5,291
|
10/01/2014
|
Closing Out Short Sale Against the Box
|
61,000
|
10/03/2014
|
Purchase of Class A Common Stock
|
12,548
|
10/07/2014
|
Sale of Class A Common Stock
|
(747)
|
10/22/2014
|
Purchase of Class A Common Stock
|
12,853
|
10/29/2014
|
Purchase of Class A Common Stock
|
14,047
|
10/30/2014
|
Purchase of Class A Common Stock
|
280
|
10/31/2014
|
Sale of Class A Common Stock
|
(12,521)
|
10/31/2014
|
Purchase of March 2015 Call Option ($22.50 Strike Price)
|
58,9001
|
10/31/2014
|
Purchase of Class A Common Stock
|
6,053
|
11/04/2014
|
Purchase of Class A Common Stock
|
6,093
|
11/05/2014
|
Purchase of March 2015 Call Option ($22.50 Strike Price)
|
52,4001
|
11/05/2014
|
Purchase of March 2015 Call Option ($22.50 Strike Price)
|
55,6001
|
11/10/2014
|
Purchase of March 2015 Call Option ($20.00 Strike Price)
|
27,8001
|
11/12/2014
|
Purchase of March 2015 Call Option ($20.00 Strike Price)
|
27,8001
|
12/03/2014
|
Purchase of Class A Common Stock
|
13,684
|
12/08/2014
|
Purchase of March 2015 Call Option ($22.50 Strike Price)
|
27,8001
|
12/08/2014
|
Purchase of March 2015 Call Option ($22.50 Strike Price)
|
16,7001
|
12/09/2014
|
Purchase of Class A Common Stock
|
65,467
|
12/23/2014
|
Purchase of Class A Common Stock
|
241,945
|
12/24/2014
|
Short Sale of Class A Common Stock
|
(241,945)
|
12/24/2014
|
Purchase of March 2015 Call Option ($20.00 Strike Price)
|
13,4001
|
12/30/2014
|
Purchase of Class A Common Stock
|
55,093
|
12/31/2014
|
Closing Out Short Sale Against the Box
|
241,945
|
01/02/2015
|
Sale of March 2015 Call Option ($20.00 Strike Price)
|
(37,400)1
|
01/15/2015
|
Purchase of Class A Common Stock
|
450
|
01/20/2015
|
Sale of March 2015 Call Option ($20.00 Strike Price)
|
(31,600)1
|
01/20/2015
|
Purchase of Class A Common Stock
|
10,750
|
01/21/2015
|
Purchase of Class A Common Stock
|
160,240
|
01/30/2015
|
Purchase of Class A Common Stock
|
11,102
|
02/04/2015
|
Purchase of Class A Common Stock
|
11,104
|
02/05/2015
|
Purchase of Class A Common Stock
|
1,722
|
02/06/2015
|
Sale of Class A Common Stock
|
(71,529)
|
03/13/2015
|
Sale of Class A Common Stock
|
(48,404)
|
03/16/2015
|
Sale of Class A Common Stock
|
(7,525)
|
03/17/2015
|
Sale of Class A Common Stock
|
(2,733)
|
03/20/2015
|
Sale of Class A Common Stock
|
(25,668)
|
03/23/2015
|
Sale of Class A Common Stock
|
(292)
|
03/24/2015
|
Purchase of Class A Common Stock
|
249,546
|
03/25/2015
|
Sale of Class A Common Stock
|
(4,469)
|
03/25/2015
|
Short Sale of Class A Common Stock
|
(249,546)
|
03/25/2015
|
Closing Out Short Sale Against the Box
|
249,546
|
04/01/2015
|
Purchase of Class A Common Stock
|
19,605
|
04/30/2015
|
Purchase of Class A Common Stock
|
1,044
|
05/05/2015
|
Purchase of September 2015 Call Option ($12.50 Strike Price)
|
113,7002
|
05/08/2015
|
Sale of Class A Common Stock
|
(1,199)
|
05/12/2015
|
Sale of Class A Common Stock
|
(26,140)
|
05/13/2015
|
Sale of Class A Common Stock
|
(1,707)
|
05/14/2015
|
Sale of Class A Common Stock
|
(398)
|
05/15/2015
|
Sale of Class A Common Stock
|
(2,765)
|
05/18/2015
|
Sale of Class A Common Stock
|
(20,033)
|
05/19/2015
|
Sale of Class A Common Stock
|
(21,211)
|
05/20/2015
|
Sale of Class A Common Stock
|
(56,195)
|
05/21/2015
|
Sale of Class A Common Stock
|
(20,604)
|
05/22/2015
|
Sale of Class A Common Stock
|
(15,912)
|
05/26/2015
|
Sale of Class A Common Stock
|
(11,815)
|
05/27/2015
|
Sale of Class A Common Stock
|
(10,455)
|
05/28/2015
|
Sale of Class A Common Stock
|
(12,362)
|
05/29/2015
|
Sale of Class A Common Stock
|
(11,382)
|
06/01/2015
|
Sale of Class A Common Stock
|
(11,068)
|
06/02/2015
|
Sale of Class A Common Stock
|
(9,309)
|
06/03/2015
|
Sale of Class A Common Stock
|
(4,648)
|
06/04/2015
|
Sale of Class A Common Stock
|
(6,924)
|
06/05/2015
|
Sale of Class A Common Stock
|
(6,033)
|
06/08/2015
|
Sale of Class A Common Stock
|
(7,552)
|
06/09/2015
|
Sale of Class A Common Stock
|
(11,761)
|
06/10/2015
|
Sale of Class A Common Stock
|
(2,497)
|
06/11/2015
|
Sale of Class A Common Stock
|
(10,621)
|
06/12/2015
|
Sale of Class A Common Stock
|
(6,941)
|
06/15/2015
|
Sale of Class A Common Stock
|
(8,291)
|
06/16/2015
|
Sale of Class A Common Stock
|
(37,887)
|
06/17/2015
|
Sale of Class A Common Stock
|
(29,458)
|
06/18/2015
|
Sale of Class A Common Stock
|
(37,707)
|
06/19/2015
|
Purchase of Class A Common Stock
|
57
|
06/22/2015
|
Sale of Class A Common Stock
|
(17,230)
|
06/22/2015
|
Purchase of Class A Common Stock
|
20,102
|
06/25/2015
|
Purchase of Class A Common Stock
|
624,611
|
06/29/2015
|
Short Sale of Class A Common Stock
|
(610,617)
|
06/29/2015
|
Closing Out Short Sale Against the Box
|
610,617
|
07/02/2015
|
Purchase of Class A Common Stock
|
3,375
|
07/09/2015
|
Purchase of Class A Common Stock
|
12,679
|
07/10/2015
|
Purchase of Class A Common Stock
|
2,820
|
07/14/2015
|
Purchase of Class A Common Stock
|
2,857
|
07/15/2015
|
Purchase of Class A Common Stock
|
4,300
|
07/16/2015
|
Purchase of Class A Common Stock
|
4,118
|
07/17/2015
|
Purchase of Class A Common Stock
|
5,583
|
07/24/2015
|
Purchase of Class A Common Stock
|
5,687
|
07/27/2015
|
Purchase of Class A Common Stock
|
1,758
|
07/28/2015
|
Purchase of Class A Common Stock
|
15,426
|
07/31/2015
|
Purchase of Class A Common Stock
|
5,635
|
08/05/2015
|
Sale of Class A Common Stock
|
(10,733)
|
08/20/2015
|
Sale of Class A Common Stock
|
(3,930)
|
08/24/2015
|
Sale of Class A Common Stock
|
(17,616)
|
08/27/2015
|
Sale of Class A Common Stock
|
(12,176)
|
08/28/2015
|
Sale of Class A Common Stock
|
(18,094)
|
09/08/2015
|
Exercise of September 2015 Call Option ($12.50 Strike Price)
|
113,7003
|
09/18/2015
|
Purchase of Class A Common Stock
|
455,546
|
09/28/2015
|
Short Sale of Class A Common Stock
|
(455,367)
|
09/28/2015
|
Closing Out Short Sale Against the Box
|
455,367
|
10/02/2015
|
Purchase of Class A Common Stock
|
129,514
|
11/06/2015
|
Purchase of Class A Common Stock
|
5,695
|
11/09/2015
|
Purchase of Class A Common Stock
|
6,239
|
11/10/2015
|
Purchase of Class A Common Stock
|
23,312
|
11/11/2015
|
Purchase of Class A Common Stock
|
19,095
|
11/12/2015
|
Purchase of Class A Common Stock
|
14,225
|
11/13/2015
|
Purchase of Class A Common Stock
|
24,335
|
11/16/2015
|
Purchase of Class A Common Stock
|
14,217
|
11/17/2015
|
Purchase of Class A Common Stock
|
14,607
|
11/18/2015
|
Purchase of Class A Common Stock
|
10,647
|
11/19/2015
|
Purchase of Class A Common Stock
|
5,679
|
11/20/2015
|
Purchase of Class A Common Stock
|
7,383
|
11/23/2015
|
Purchase of Class A Common Stock
|
5,808
|
11/24/2015
|
Purchase of Class A Common Stock
|
4,403
|
11/25/2015
|
Purchase of Class A Common Stock
|
5,163
|
11/27/2015
|
Purchase of Class A Common Stock
|
4,745
|
11/30/2015
|
Purchase of Class A Common Stock
|
9,000
|
12/01/2015
|
Purchase of Class A Common Stock
|
11,996
|
12/02/2015
|
Purchase of Class A Common Stock
|
24,542
|
12/03/2015
|
Purchase of Class A Common Stock
|
7,357
|
12/04/2015
|
Purchase of Class A Common Stock
|
16,337
|
12/07/2015
|
Purchase of Class A Common Stock
|
13,403
|
12/08/2015
|
Purchase of Class A Common Stock
|
16,793
|
12/09/2015
|
Purchase of Class A Common Stock
|
4,004
|
12/10/2015
|
Purchase of Class A Common Stock
|
9,222
|
12/11/2015
|
Purchase of Class A Common Stock
|
3,926
|
12/14/2015
|
Purchase of Class A Common Stock
|
4,567
|
12/15/2015
|
Purchase of Class A Common Stock
|
4,252
|
12/17/2015
|
Purchase of Class A Common Stock
|
27,557
|
12/18/2015
|
Purchase of Class A Common Stock
|
4,605
|
12/21/2015
|
Purchase of Class A Common Stock
|
4,560
|
12/22/2015
|
Purchase of Class A Common Stock
|
4,538
|
12/23/2015
|
Purchase of Class A Common Stock
|
4,572
|
12/24/2015
|
Purchase of Class A Common Stock
|
4,584
|
12/28/2015
|
Purchase of Class A Common Stock
|
4,532
|
12/29/2015
|
Purchase of Class A Common Stock
|
4,561
|
12/30/2015
|
Purchase of Class A Common Stock
|
18,025
|
12/31/2015
|
Purchase of Class A Common Stock
|
9,811
|
01/04/2016
|
Purchase of Class A Common Stock
|
4,395
|
01/05/2016
|
Purchase of Class A Common Stock
|
11,975
|
01/06/2016
|
Purchase of Class A Common Stock
|
30,467
|
01/07/2016
|
Purchase of Class A Common Stock
|
18,954
|
01/08/2016
|
Purchase of Class A Common Stock
|
5,232
|
01/14/2016
|
Purchase of Class A Common Stock
|
14,429
|
01/15/2016
|
Purchase of Class A Common Stock
|
57,926
|
01/19/2016
|
Purchase of Class A Common Stock
|
16,495
|
01/20/2016
|
Purchase of September 2016 Call Option ($15.00 Strike Price)
|
285,5004
|
01/20/2016
|
Short Sale of September 2016 Call Option ($20.00 Strike Price)
|
(285,500)4
|
01/20/2016
|
Purchase of Class A Common Stock
|
10,854
|
01/21/2016
|
Purchase of Class A Common Stock
|
10,539
|
01/22/2016
|
Purchase of Class A Common Stock
|
2,880
|
02/11/2016
|
Purchase of Class A Common Stock
|
22,596
|
02/25/2016
|
Exercise of September 2016 Call Option ($15.00 Strike Price)
|
285,5005
|
03/23/2016
|
Short Sale of April 2016 Call Option ($22.50 Strike Price)
|
(57,100)6
|
03/23/2016
|
Purchase of April 2016 Put Option ($30.00 Strike Price)
|
228,3007
|
03/29/2016
|
Short Sale of April 2016 Call Option ($30.00 Strike Price)
|
(228,300)6
|
03/29/2016
|
Purchase of Class A Common Stock
|
228,300
|
03/29/2016
|
Exercise of April 2016 Put Option ($30.00 Strike Price)
|
(228,300)8
|
04/15/2016
|
Sale of Class A Common Stock
|
(3,241)
|
03/31/2014
|
Sale of Class A Common Stock
|
(7,368)
|
04/01/2014
|
Closing Out Short Sale Against the Box
|
517,985
|
04/01/2014
|
Sale of Class A Common Stock
|
(4,493)
|
04/02/2014
|
Sale of Class A Common Stock
|
(5,727)
|
04/03/2014
|
Sale of Class A Common Stock
|
(9,822)
|
04/04/2014
|
Sale of Class A Common Stock
|
(7,426)
|
04/07/2014
|
Sale of Class A Common Stock
|
(21,157)
|
04/08/2014
|
Sale of Class A Common Stock
|
(50)
|
04/11/2014
|
Sale of Class A Common Stock
|
(622)
|
04/16/2014
|
Sale of Class A Common Stock
|
(55)
|
04/17/2014
|
Sale of Class A Common Stock
|
(28,818)
|
04/22/2014
|
Sale of Class A Common Stock
|
(41,430)
|
04/23/2014
|
Sale of Class A Common Stock
|
(47,512)
|
04/24/2014
|
Sale of Class A Common Stock
|
(4,817)
|
04/25/2014
|
Sale of Class A Common Stock
|
(9,270)
|
04/28/2014
|
Sale of Class A Common Stock
|
(12,357)
|
04/29/2014
|
Sale of Class A Common Stock
|
(32,939)
|
04/30/2014
|
Purchase of Class A Common Stock
|
28,850
|
05/01/2014
|
Purchase of Class A Common Stock
|
7,203
|
05/02/2014
|
Purchase of Class A Common Stock
|
47,547
|
05/05/2014
|
Purchase of Class A Common Stock
|
19,184
|
05/06/2014
|
Purchase of Class A Common Stock
|
17,990
|
05/07/2014
|
Purchase of Class A Common Stock
|
6,353
|
05/08/2014
|
Purchase of Class A Common Stock
|
13,548
|
05/09/2014
|
Purchase of Class A Common Stock
|
5,928
|
05/12/2014
|
Purchase of Class A Common Stock
|
5,906
|
05/13/2014
|
Purchase of Class A Common Stock
|
5,994
|
05/14/2014
|
Purchase of Class A Common Stock
|
8,770
|
05/15/2014
|
Purchase of Class A Common Stock
|
8,080
|
05/16/2014
|
Purchase of Class A Common Stock
|
10,740
|
05/19/2014
|
Purchase of Class A Common Stock
|
5,870
|
05/20/2014
|
Purchase of Class A Common Stock
|
5,507
|
05/21/2014
|
Purchase of Class A Common Stock
|
7,828
|
05/23/2014
|
Purchase of Class A Common Stock
|
8,028
|
05/27/2014
|
Purchase of Class A Common Stock
|
1,728
|
06/02/2014
|
Purchase of Class A Common Stock
|
9,581
|
06/03/2014
|
Purchase of Class A Common Stock
|
1,361
|
06/04/2014
|
Purchase of Class A Common Stock
|
190
|
06/05/2014
|
Purchase of Class A Common Stock
|
568,944
|
06/25/2014
|
Short Sale of Class A Common Stock
|
(568,944)
|
06/25/2014
|
Purchase of Class A Common Stock
|
5,181
|
06/30/2014
|
Closing Out Short Sale Against the Box
|
568,944
|
07/01/2014
|
Sale of Class A Common Stock
|
(831)
|
07/17/2014
|
Sale of Class A Common Stock
|
(1,980)
|
07/23/2014
|
Sale of Class A Common Stock
|
(3,474)
|
07/24/2014
|
Sale of Class A Common Stock
|
(4,245)
|
07/25/2014
|
Sale of Class A Common Stock
|
(32,283)
|
07/28/2014
|
Purchase of Class A Common Stock
|
575
|
07/31/2014
|
Purchase of Class A Common Stock
|
34,958
|
08/01/2014
|
Purchase of Class A Common Stock
|
11,501
|
08/06/2014
|
Purchase of Class A Common Stock
|
8,503
|
08/07/2014
|
Purchase of Class A Common Stock
|
6,627
|
08/19/2014
|
Purchase of Class A Common Stock
|
254
|
08/20/2014
|
Purchase of Class A Common Stock
|
125
|
08/21/2014
|
Purchase of Class A Common Stock
|
2,335
|
08/25/2014
|
Purchase of Class A Common Stock
|
1,741
|
08/26/2014
|
Purchase of Class A Common Stock
|
11,867
|
09/03/2014
|
Purchase of Class A Common Stock
|
11,050
|
09/12/2014
|
Purchase of Class A Common Stock
|
4,925
|
09/15/2014
|
Purchase of Class A Common Stock
|
81,393
|
09/16/2014
|
Purchase of Class A Common Stock
|
12,649
|
09/17/2014
|
Purchase of Class A Common Stock
|
76,530
|
09/18/2014
|
Purchase of Class A Common Stock
|
95,049
|
09/19/2014
|
Sale of Class A Common Stock
|
(673)
|
09/19/2014
|
Purchase of Class A Common Stock
|
21,164
|
09/22/2014
|
Purchase of Class A Common Stock
|
726
|
09/23/2014
|
Purchase of Class A Common Stock
|
26,357
|
09/24/2014
|
Purchase of Class A Common Stock
|
4,716
|
09/25/2014
|
Purchase of Class A Common Stock
|
52,027
|
09/29/2014
|
Short Sale of Class A Common Stock
|
(49,000)
|
09/29/2014
|
Purchase of Class A Common Stock
|
19,230
|
09/30/2014
|
Purchase of Class A Common Stock
|
4,209
|
10/01/2014
|
Closing Out Short Sale Against the Box
|
49,000
|
10/03/2014
|
Purchase of Class A Common Stock
|
5,861
|
10/07/2014
|
Sale of Class A Common Stock
|
(504)
|
10/22/2014
|
Purchase of Class A Common Stock
|
10,219
|
10/29/2014
|
Purchase of Class A Common Stock
|
11,223
|
10/30/2014
|
Purchase of Class A Common Stock
|
220
|
10/31/2014
|
Sale of Class A Common Stock
|
(9,979)
|
10/31/2014
|
Purchase of March 2015 Call Option $(22.50 Strike Price)
|
46,9001
|
10/31/2014
|
Purchase of Class A Common Stock
|
4,997
|
11/04/2014
|
Purchase of Class A Common Stock
|
4,857
|
11/05/2014
|
Purchase of March 2015 Call Option $(22.50 Strike Price)
|
41,8001
|
11/05/2014
|
Purchase of March 2015 Call Option $(22.50 Strike Price)
|
44,4001
|
11/10/2014
|
Purchase of March 2015 Call Option $(20.00 Strike Price)
|
22,2001
|
11/12/2014
|
Purchase of March 2015 Call Option $(20.00 Strike Price)
|
22,2001
|
12/03/2014
|
Purchase of Class A Common Stock
|
11,316
|
12/08/2014
|
Purchase of March 2015 Call Option $(22.50 Strike Price)
|
22,2001
|
12/08/2014
|
Purchase of March 2015 Call Option $(22.50 Strike Price)
|
13,3001
|
12/09/2014
|
Purchase of Class A Common Stock
|
52,380
|
12/23/2014
|
Purchase of Class A Common Stock
|
193,055
|
12/24/2014
|
Short Sale of Class A Common Stock
|
(193,055)
|
12/24/2014
|
Purchase of March 2015 Call Option $(20.00 Strike Price)
|
9,1001
|
12/30/2014
|
Purchase of Class A Common Stock
|
17,060
|
12/31/2014
|
Closing Out Short Sale Against the Box
|
193,055
|
01/02/2015
|
Sale of March 2015 Call Option $(20.00 Strike Price)
|
(29,000)1
|
01/15/2015
|
Purchase of Class A Common Stock
|
504
|
01/20/2015
|
Sale of March 2015 Call Option $(20.00 Strike Price)
|
(24,500)1
|
01/20/2015
|
Purchase of Class A Common Stock
|
12,025
|
01/21/2015
|
Purchase of Class A Common Stock
|
126,031
|
01/30/2015
|
Purchase of Class A Common Stock
|
8,898
|
02/04/2015
|
Purchase of Class A Common Stock
|
8,896
|
02/05/2015
|
Purchase of Class A Common Stock
|
1,378
|
02/06/2015
|
Sale of Class A Common Stock
|
(50,997)
|
03/13/2015
|
Sale of Class A Common Stock
|
(34,505)
|
03/16/2015
|
Sale of Class A Common Stock
|
(5,364)
|
03/17/2015
|
Sale of Class A Common Stock
|
(1,947)
|
03/20/2015
|
Sale of Class A Common Stock
|
(18,280)
|
03/23/2015
|
Sale of Class A Common Stock
|
(208)
|
03/24/2015
|
Purchase of Class A Common Stock
|
200,454
|
03/25/2015
|
Sale of Class A Common Stock
|
(3,529)
|
03/25/2015
|
Short Sale of Class A Common Stock
|
(200,454)
|
03/25/2015
|
Sale of Class A Common Stock
|
(17,650)
|
03/31/2015
|
Closing Out Short Sale Against the Box
|
200,454
|
04/01/2015
|
Purchase of Class A Common Stock
|
5,395
|
04/30/2015
|
Purchase of Class A Common Stock
|
1,156
|
05/05/2015
|
Purchase of September 2015 Call Option $(12.50 Strike Price)
|
86,3002
|
05/08/2015
|
Sale of Class A Common Stock
|
(1,001)
|
05/12/2015
|
Sale of Class A Common Stock
|
(19,801)
|
05/13/2015
|
Sale of Class A Common Stock
|
(1,295)
|
05/14/2015
|
Sale of Class A Common Stock
|
(302)
|
05/15/2015
|
Sale of Class A Common Stock
|
(2,210)
|
05/18/2015
|
Sale of Class A Common Stock
|
(15,255)
|
05/19/2015
|
Sale of Class A Common Stock
|
(16,235)
|
05/20/2015
|
Sale of Class A Common Stock
|
(42,640)
|
05/21/2015
|
Sale of Class A Common Stock
|
(15,607)
|
05/22/2015
|
Sale of Class A Common Stock
|
(11,988)
|
05/26/2015
|
Sale of Class A Common Stock
|
(8,972)
|
05/27/2015
|
Sale of Class A Common Stock
|
(8,050)
|
05/28/2015
|
Sale of Class A Common Stock
|
(9,179)
|
05/29/2015
|
Sale of Class A Common Stock
|
(6,936)
|
06/01/2015
|
Sale of Class A Common Stock
|
(8,318)
|
06/02/2015
|
Sale of Class A Common Stock
|
(7,091)
|
06/03/2015
|
Sale of Class A Common Stock
|
(3,539)
|
06/04/2015
|
Sale of Class A Common Stock
|
(5,176)
|
06/05/2015
|
Sale of Class A Common Stock
|
(4,704)
|
06/08/2015
|
Sale of Class A Common Stock
|
(5,749)
|
06/09/2015
|
Sale of Class A Common Stock
|
(8,939)
|
06/10/2015
|
Sale of Class A Common Stock
|
(1,887)
|
06/11/2015
|
Sale of Class A Common Stock
|
(8,087)
|
06/12/2015
|
Sale of Class A Common Stock
|
(5,259)
|
06/15/2015
|
Sale of Class A Common Stock
|
(6,311)
|
06/16/2015
|
Sale of Class A Common Stock
|
(28,841)
|
06/17/2015
|
Sale of Class A Common Stock
|
(22,443)
|
06/18/2015
|
Sale of Class A Common Stock
|
(28,664)
|
06/19/2015
|
Purchase of Class A Common Stock
|
43
|
06/22/2015
|
Sale of Class A Common Stock
|
(13,118)
|
06/22/2015
|
Purchase of Class A Common Stock
|
15,300
|
06/25/2015
|
Purchase of Class A Common Stock
|
475,389
|
06/29/2015
|
Short Sale of Class A Common Stock
|
(464,383)
|
06/29/2015
|
Closing Out Short Sale Against the Box
|
464,383
|
07/02/2015
|
Purchase of Class A Common Stock
|
8,946
|
07/10/2015
|
Purchase of Class A Common Stock
|
2,180
|
07/14/2015
|
Purchase of Class A Common Stock
|
2,143
|
07/15/2015
|
Purchase of Class A Common Stock
|
3,200
|
07/16/2015
|
Purchase of Class A Common Stock
|
3,382
|
07/17/2015
|
Purchase of Class A Common Stock
|
4,215
|
07/24/2015
|
Purchase of Class A Common Stock
|
4,313
|
07/27/2015
|
Purchase of Class A Common Stock
|
3,444
|
07/28/2015
|
Purchase of Class A Common Stock
|
9,574
|
07/31/2015
|
Purchase of Class A Common Stock
|
3,565
|
08/05/2015
|
Sale of Class A Common Stock
|
(7,467)
|
08/20/2015
|
Sale of Class A Common Stock
|
(2,980)
|
08/24/2015
|
Sale of Class A Common Stock
|
(13,485)
|
08/27/2015
|
Sale of Class A Common Stock
|
(9,224)
|
08/28/2015
|
Sale of Class A Common Stock
|
(13,495)
|
09/08/2015
|
Exercise of September 2015 Call Option $(12.50 Strike Price)
|
86,3003
|
09/18/2015
|
Purchase of Class A Common Stock
|
344,454
|
09/28/2015
|
Short Sale of Class A Common Stock
|
(344,633)
|
09/28/2015
|
Closing Out Short Sale Against the Box
|
344,633
|
10/02/2015
|
Purchase of Class A Common Stock
|
99,986
|
11/06/2015
|
Purchase of Class A Common Stock
|
4,305
|
11/09/2015
|
Purchase of Class A Common Stock
|
4,761
|
11/10/2015
|
Purchase of Class A Common Stock
|
17,688
|
11/11/2015
|
Purchase of Class A Common Stock
|
14,505
|
11/12/2015
|
Purchase of Class A Common Stock
|
10,831
|
11/13/2015
|
Purchase of Class A Common Stock
|
18,459
|
11/16/2015
|
Purchase of Class A Common Stock
|
10,783
|
11/17/2015
|
Purchase of Class A Common Stock
|
11,131
|
11/18/2015
|
Purchase of Class A Common Stock
|
8,133
|
11/19/2015
|
Purchase of Class A Common Stock
|
4,321
|
11/20/2015
|
Purchase of Class A Common Stock
|
5,617
|
11/23/2015
|
Purchase of Class A Common Stock
|
3,192
|
11/24/2015
|
Purchase of Class A Common Stock
|
4,597
|
11/25/2015
|
Purchase of Class A Common Stock
|
3,837
|
11/27/2015
|
Purchase of Class A Common Stock
|
4,255
|
11/30/2015
|
Purchase of Class A Common Stock
|
5,125
|
12/02/2015
|
Purchase of Class A Common Stock
|
18,458
|
12/03/2015
|
Purchase of Class A Common Stock
|
5,643
|
12/04/2015
|
Purchase of Class A Common Stock
|
12,177
|
12/07/2015
|
Purchase of Class A Common Stock
|
10,056
|
12/08/2015
|
Purchase of Class A Common Stock
|
12,572
|
12/09/2015
|
Purchase of Class A Common Stock
|
2,996
|
12/10/2015
|
Purchase of Class A Common Stock
|
6,877
|
12/11/2015
|
Purchase of Class A Common Stock
|
3,074
|
12/14/2015
|
Purchase of Class A Common Stock
|
3,433
|
12/15/2015
|
Purchase of Class A Common Stock
|
3,248
|
12/17/2015
|
Purchase of Class A Common Stock
|
20,638
|
12/18/2015
|
Purchase of Class A Common Stock
|
3,395
|
12/21/2015
|
Purchase of Class A Common Stock
|
3,440
|
12/22/2015
|
Purchase of Class A Common Stock
|
3,462
|
12/23/2015
|
Purchase of Class A Common Stock
|
3,428
|
12/24/2015
|
Purchase of Class A Common Stock
|
3,416
|
12/28/2015
|
Purchase of Class A Common Stock
|
3,468
|
12/29/2015
|
Purchase of Class A Common Stock
|
3,439
|
12/30/2015
|
Purchase of Class A Common Stock
|
13,975
|
12/31/2015
|
Purchase of Class A Common Stock
|
8,189
|
01/04/2016
|
Purchase of Class A Common Stock
|
3,605
|
01/05/2016
|
Purchase of Class A Common Stock
|
8,725
|
01/06/2016
|
Purchase of Class A Common Stock
|
22,925
|
01/07/2016
|
Purchase of Class A Common Stock
|
14,233
|
01/08/2016
|
Purchase of Class A Common Stock
|
4,071
|
01/14/2016
|
Purchase of Class A Common Stock
|
10,771
|
01/15/2016
|
Purchase of Class A Common Stock
|
43,974
|
01/19/2016
|
Purchase of Class A Common Stock
|
12,405
|
01/20/2016
|
Purchase of September 2016 Call Option $(15 Strike Price)
|
214,5004
|
01/20/2016
|
Short Sale of September 2016 Call Option $(20 Strike Price)
|
(214,500)4
|
01/20/2016
|
Purchase of Class A Common Stock
|
8,146
|
01/21/2016
|
Purchase of Class A Common Stock
|
7,905
|
01/22/2016
|
Purchase of Class A Common Stock
|
2,401
|
02/08/2016
|
Purchase of Class A Common Stock
|
2,384
|
02/11/2016
|
Purchase of Class A Common Stock
|
16,992
|
02/25/2016
|
Exercise of September 2016 Call Option $(15.00 Strike Price)
|
214,5005
|
03/23/2016
|
Short Sale of April 2016 Call Option $(22.50 Strike Price)
|
(42,900)6
|
03/23/2016
|
Purchase of April 2016 Put Option $(30.00 Strike Price)
|
171,7007
|
03/29/2016
|
Short Sale of April 2016 Call Option $(30.00 Strike Price)
|
(171,700)6
|
03/29/2016
|
Purchase of Class A Common Stock
|
171,700
|
03/29/2016
|
Exercise of April 2016 Put Option ($30.00 Strike Price)
|
(171,700)8
|
04/15/2016
|
Purchase of Class A Common Stock
|
160,113
|
02/26/2016
|
Purchase of Class A Common Stock
|
115,153
|
02/29/2016
|
Purchase of Class A Common Stock
|
25,000
|
03/01/2016
|
Purchase of Class A Common Stock
|
48,821
|
03/03/2016
|
Purchase of Class A Common Stock
|
41,422
|
03/04/2016
|
Purchase of Class A Common Stock
|
57,023
|
03/07/2016
|
Purchase of Class A Common Stock
|
12,000
|
03/08/2016
|
Purchase of Class A Common Stock
|
22,300
|
03/09/2016
|
Purchase of Class A Common Stock
|
35,300
|
03/10/2016
|
Purchase of Class A Common Stock
|
63,733
|
03/11/2016
|
Purchase of Class A Common Stock
|
96,200
|
03/14/2016
|
Purchase of Class A Common Stock
|
25,000
|
03/15/2016
|
Purchase of Class A Common Stock
|
41,775
|
03/16/2016
|
Purchase of Class A Common Stock
|
15,000
|
03/18/2016
|
Purchase of Class A Common Stock
|
15,000
|
03/21/2016
|
Purchase of Class A Common Stock
|
25,000
|
03/22/2016
|
Purchase of Class A Common Stock
|
106,060
|
03/23/2016
|
Purchase of Class A Common Stock
|
32,800
|
03/24/2016
|
Purchase of Class A Common Stock
|
62,300
|
03/28/2016
|
Purchase of Class A Common Stock
|
4,890
|
09/24/2014
|
Sale of Class A Common Stock
|
(4,890)
|
09/24/2014
|
Short Sale of Class A Common Stock
|
(1,300)
|
09/24/2014
|
Purchase of December 2014 Call Option ($25.00 Strike Price)
|
1,3009
|
09/24/2014
|
Purchase to Cover Short Sale of Class A Common Stock
|
1,300
|
09/25/2014
|
Purchase of Class A Common Stock
|
5,000
|
10/15/2014
|
Sale of Class A Common Stock
|
(5,000)
|
10/15/2014
|
Purchase of Class A Common Stock
|
2,981
|
10/16/2014
|
Purchase of Class A Common Stock
|
1,641
|
10/17/2014
|
Purchase of Class A Common Stock
|
1,167
|
10/20/2014
|
Purchase of Class A Common Stock
|
149
|
10/22/2014
|
Purchase of Class A Common Stock
|
149
|
10/24/2014
|
Purchase of Class A Common Stock
|
2,087
|
10/28/2014
|
Purchase of Class A Common Stock
|
1,193
|
10/29/2014
|
Purchase of Class A Common Stock
|
974
|
10/31/2014
|
Purchase of Class A Common Stock
|
1,307
|
11/03/2014
|
Purchase of Class A Common Stock
|
1,056
|
11/04/2014
|
Purchase of Class A Common Stock
|
238
|
11/05/2014
|
Purchase of Class A Common Stock
|
378
|
11/17/2014
|
Sale of Class A Common Stock
|
(603)
|
12/12/2014
|
Sale of Class A Common Stock
|
(1,026)
|
12/17/2014
|
Sale of Class A Common Stock
|
(1,699)
|
01/06/2015
|
Sale of Class A Common Stock
|
(663)
|
01/29/2015
|
Sale of Class A Common Stock
|
(1,088)
|
01/30/2015
|
Purchase of Class A Common Stock
|
75
|
02/27/2015
|
Sale of Class A Common Stock
|
(378)
|
03/11/2015
|
Purchase of Class A Common Stock
|
187
|
04/10/2015
|
Sale of Class A Common Stock
|
(278)
|
06/09/2015
|
Sale of Class A Common Stock
|
(370)
|
06/10/2015
|
Purchase of Class A Common Stock
|
1,245
|
06/23/2015
|
Sale of Class A Common Stock
|
(1,995)
|
06/23/2015
|
Purchase of Class A Common Stock
|
1,424
|
06/24/2015
|
Purchase of Class A Common Stock
|
171
|
06/25/2015
|
Purchase of Class A Common Stock
|
1,234
|
06/26/2015
|
Sale of Class A Common Stock
|
(190)
|
06/26/2015
|
Purchase of Class A Common Stock
|
1,519
|
06/29/2015
|
Purchase of Class A Common Stock
|
569
|
06/30/2015
|
Purchase of Class A Common Stock
|
6
|
07/08/2015
|
Sale of Class A Common Stock
|
(947)
|
07/29/2015
|
Purchase of Class A Common Stock
|
2,665
|
08/03/2015
|
Purchase of Class A Common Stock
|
1,689
|
08/04/2015
|
Purchase of Class A Common Stock
|
3,743
|
08/05/2015
|
Purchase of Class A Common Stock
|
844
|
08/06/2015
|
Purchase of Class A Common Stock
|
1,467
|
09/01/2015
|
Purchase of Class A Common Stock
|
870
|
10/14/2015
|
Sale of Class A Common Stock
|
(702)
|
10/19/2015
|
Sale of Class A Common Stock
|
(387)
|
11/02/2015
|
Sale of Class A Common Stock
|
(65)
|
11/03/2015
|
Sale of Class A Common Stock
|
(3,764)
|
11/05/2015
|
Purchase of Class A Common Stock
|
1,263
|
11/06/2015
|
Sale of Class A Common Stock
|
(552)
|
11/06/2015
|
Purchase of Class A Common Stock
|
553
|
11/11/2015
|
Purchase of Class A Common Stock
|
9,222
|
11/20/2015
|
Purchase of Class A Common Stock
|
959
|
11/23/2015
|
Purchase of Class A Common Stock
|
222
|
11/24/2015
|
Purchase of Class A Common Stock
|
935
|
11/25/2015
|
Purchase of Class A Common Stock
|
1,475
|
11/30/2015
|
Purchase of Class A Common Stock
|
452
|
12/01/2015
|
Purchase of Class A Common Stock
|
11,369
|
12/02/2015
|
Purchase of Class A Common Stock
|
3,942
|
01/27/2016
|
Purchase of Class A Common Stock
|
1,287
|
02/05/2016
|
Purchase of Class A Common Stock
|
1,041
|
02/08/2016
|
Purchase of Class A Common Stock
|
125
|
02/11/2016
|
Purchase of Class A Common Stock
|
300
|
02/12/2016
|
Short Sale of March 2016 Call Option ($20.00 Strike Price)
|
(2,000)10
|
02/17/2016
|
Assignment of March 2016 Call Option ($20.00 Strike Price)
|
(2,000)11
|
03/18/2016
|
Purchase of Class A Common Stock
|
1,246
|
04/14/2016
|
Purchase of Class A Common Stock
|
2,179
|
04/15/2016
|
Purchase of Class A Common Stock
|
934
|
04/18/2016
|
Sale of Class A Common Stock
|
(1,921)
|
03/31/2014
|
Sale of Class A Common Stock
|
(972)
|
04/02/2014
|
Sale of Class A Common Stock
|
(333)
|
04/04/2014
|
Sale of Class A Common Stock
|
(1,527)
|
04/08/2014
|
Sale of Class A Common Stock
|
(1,665)
|
04/09/2014
|
Sale of Class A Common Stock
|
(11,797)
|
04/10/2014
|
Sale of Class A Common Stock
|
(1,327)
|
04/11/2014
|
Sale of Class A Common Stock
|
(2,290)
|
04/16/2014
|
Sale of Class A Common Stock
|
(1,388)
|
04/17/2014
|
Purchase of Class A Common Stock
|
136
|
05/01/2014
|
Sale of Class A Common Stock
|
(592)
|
05/01/2014
|
Sale of Class A Common Stock
|
(3,382)
|
05/13/2014
|
Sale of Class A Common Stock
|
(5,311)
|
05/19/2014
|
Sale of Class A Common Stock
|
(2,713)
|
05/21/2014
|
Purchase of Class A Common Stock
|
7
|
06/30/2014
|
Purchase of Class A Common Stock
|
8
|
07/01/2014
|
Sale of Class A Common Stock
|
(28)
|
07/24/2014
|
Sale of Class A Common Stock
|
(610)
|
07/25/2014
|
Sale of Class A Common Stock
|
(2,172)
|
07/29/2014
|
Purchase of Class A Common Stock
|
1,610
|
09/24/2014
|
Sale of Class A Common Stock
|
(1,610)
|
09/24/2014
|
Short Sale of Class A Common Stock
|
(3,100)
|
09/24/2014
|
Purchase of December 2014 Call Option ($25.00 Strike Price)
|
3,1009
|
09/24/2014
|
Purchase to Cover Short Sale of Class A Common Stock
|
3,100
|
09/25/2014
|
Purchase of Class A Common Stock
|
7,019
|
10/16/2014
|
Purchase of Class A Common Stock
|
3,859
|
10/17/2014
|
Purchase of Class A Common Stock
|
2,744
|
10/20/2014
|
Purchase of Class A Common Stock
|
351
|
10/22/2014
|
Purchase of Class A Common Stock
|
351
|
10/24/2014
|
Purchase of Class A Common Stock
|
4,913
|
10/28/2014
|
Purchase of Class A Common Stock
|
2,807
|
10/29/2014
|
Purchase of Class A Common Stock
|
2,276
|
10/31/2014
|
Purchase of Class A Common Stock
|
2,943
|
11/03/2014
|
Purchase of Class A Common Stock
|
2,444
|
11/04/2014
|
Purchase of Class A Common Stock
|
262
|
11/05/2014
|
Purchase of Class A Common Stock
|
872
|
11/17/2014
|
Sale of Class A Common Stock
|
(1,397)
|
12/12/2014
|
Sale of Class A Common Stock
|
(2,376)
|
12/17/2014
|
Sale of Class A Common Stock
|
(4,051)
|
01/06/2015
|
Sale of Class A Common Stock
|
(2,337)
|
01/29/2015
|
Sale of Class A Common Stock
|
(2,412)
|
01/30/2015
|
Sale of Class A Common Stock
|
(75)
|
02/27/2015
|
Sale of Class A Common Stock
|
(622)
|
03/11/2015
|
Sale of Class A Common Stock
|
(1,053)
|
03/13/2015
|
Sale of Class A Common Stock
|
(3,000)
|
03/26/2015
|
Purchase of Class A Common Stock
|
313
|
04/10/2015
|
Sale of Class A Common Stock
|
(472)
|
06/09/2015
|
Sale of Class A Common Stock
|
(630)
|
06/10/2015
|
Purchase of Class A Common Stock
|
1,505
|
06/23/2015
|
Sale of Class A Common Stock
|
(3,255)
|
06/23/2015
|
Purchase of Class A Common Stock
|
2,326
|
06/24/2015
|
Purchase of Class A Common Stock
|
279
|
06/25/2015
|
Purchase of Class A Common Stock
|
2,016
|
06/26/2015
|
Sale of Class A Common Stock
|
(310)
|
06/26/2015
|
Purchase of Class A Common Stock
|
2,481
|
06/29/2015
|
Purchase of Class A Common Stock
|
931
|
06/30/2015
|
Purchase of Class A Common Stock
|
94
|
07/08/2015
|
Sale of Class A Common Stock
|
(1,553)
|
07/29/2015
|
Purchase of Class A Common Stock
|
3,643
|
08/03/2015
|
Purchase of Class A Common Stock
|
2,311
|
08/04/2015
|
Purchase of Class A Common Stock
|
2,262
|
08/05/2015
|
Purchase of Class A Common Stock
|
1,156
|
08/06/2015
|
Purchase of Class A Common Stock
|
6,533
|
09/01/2015
|
Purchase of Class A Common Stock
|
1,380
|
10/14/2015
|
Sale of Class A Common Stock
|
(1,113)
|
10/19/2015
|
Sale of Class A Common Stock
|
(613)
|
11/02/2015
|
Sale of Class A Common Stock
|
(3,836)
|
11/05/2015
|
Purchase of Class A Common Stock
|
2,166
|
11/06/2015
|
Sale of Class A Common Stock
|
(948)
|
11/06/2015
|
Purchase of Class A Common Stock
|
947
|
11/11/2015
|
Purchase of Class A Common Stock
|
15,778
|
11/20/2015
|
Purchase of Class A Common Stock
|
1,641
|
11/23/2015
|
Purchase of Class A Common Stock
|
378
|
11/24/2015
|
Purchase of Class A Common Stock
|
1,600
|
11/25/2015
|
Purchase of Class A Common Stock
|
2,525
|
11/30/2015
|
Purchase of Class A Common Stock
|
798
|
12/01/2015
|
Purchase of Class A Common Stock
|
13,631
|
12/02/2015
|
Sale of Class A Common Stock
|
(7,000)
|
01/25/2016
|
Purchase of Class A Common Stock
|
5,058
|
01/27/2016
|
Sale of Class A Common Stock
|
(5,000)
|
01/29/2016
|
Purchase of Class A Common Stock
|
1,459
|
02/08/2016
|
Purchase of Class A Common Stock
|
175
|
02/11/2016
|
Sale of Class A Common Stock
|
(2,500)
|
04/14/2016
|
Purchase of Class A Common Stock
|
754
|
04/14/2016
|
Sale of Class A Common Stock
|
(8,000)
|
04/15/2016
|
Purchase of Class A Common Stock
|
1,321
|
04/15/2016
|
Sale of Class A Common Stock
|
(3,000)
|
04/18/2016
|
Purchase of Class A Common Stock
|
566
|
04/18/2016
|
Sale of Class A Common Stock
|
(3,640)
|
03/31/2014
|
Sale of Class A Common Stock
|
(7,190)
|
04/01/2014
|
Sale of Class A Common Stock
|
(5,786)
|
04/02/2014
|
Sale of Class A Common Stock
|
(6,385)
|
04/03/2014
|
Sale of Class A Common Stock
|
(10,966)
|
04/04/2014
|
Sale of Class A Common Stock
|
(8,288)
|
04/07/2014
|
Sale of Class A Common Stock
|
(23,779)
|
04/08/2014
|
Sale of Class A Common Stock
|
(50)
|
04/11/2014
|
Sale of Class A Common Stock
|
(1,150)
|
04/16/2014
|
Sale of Class A Common Stock
|
(100)
|
04/17/2014
|
Sale of Class A Common Stock
|
(64,859)
|
04/22/2014
|
Sale of Class A Common Stock
|
(31,797)
|
04/23/2014
|
Sale of Class A Common Stock
|
(36,464)
|
04/24/2014
|
Sale of Class A Common Stock
|
(3,697)
|
04/25/2014
|
Sale of Class A Common Stock
|
(7,115)
|
04/28/2014
|
Sale of Class A Common Stock
|
(9,486)
|
04/29/2014
|
Sale of Class A Common Stock
|
(25,282)
|
04/30/2014
|
Purchase of Class A Common Stock
|
25,977
|
05/01/2014
|
Purchase of Class A Common Stock
|
6,478
|
05/02/2014
|
Purchase of Class A Common Stock
|
48,603
|
05/05/2014
|
Purchase of Class A Common Stock
|
19,602
|
05/06/2014
|
Purchase of Class A Common Stock
|
18,397
|
05/07/2014
|
Purchase of Class A Common Stock
|
6,497
|
05/08/2014
|
Purchase of Class A Common Stock
|
13,838
|
05/09/2014
|
Purchase of Class A Common Stock
|
6,059
|
05/12/2014
|
Purchase of Class A Common Stock
|
6,028
|
05/13/2014
|
Purchase of Class A Common Stock
|
6,122
|
05/14/2014
|
Purchase of Class A Common Stock
|
8,964
|
05/15/2014
|
Purchase of Class A Common Stock
|
7,622
|
05/16/2014
|
Purchase of Class A Common Stock
|
10,132
|
05/19/2014
|
Purchase of Class A Common Stock
|
5,524
|
05/20/2014
|
Purchase of Class A Common Stock
|
5,199
|
05/21/2014
|
Purchase of Class A Common Stock
|
7,384
|
05/23/2014
|
Purchase of Class A Common Stock
|
7,574
|
05/27/2014
|
Purchase of Class A Common Stock
|
3,000
|
06/02/2014
|
Purchase of Class A Common Stock
|
16,382
|
06/03/2014
|
Purchase of Class A Common Stock
|
2,444
|
06/04/2014
|
Purchase of Class A Common Stock
|
356
|
06/05/2014
|
Purchase of Class A Common Stock
|
12,818
|
06/30/2014
|
Sale of Class A Common Stock
|
(50)
|
07/16/2014
|
Sale of Class A Common Stock
|
(5,252)
|
07/17/2014
|
Sale of Class A Common Stock
|
(4,535)
|
07/23/2014
|
Sale of Class A Common Stock
|
(5,300)
|
07/24/2014
|
Sale of Class A Common Stock
|
(6,364)
|
07/25/2014
|
Sale of Class A Common Stock
|
(48,499)
|
07/28/2014
|
Purchase of Class A Common Stock
|
55,000
|
08/01/2014
|
Purchase of Class A Common Stock
|
11,477
|
08/06/2014
|
Purchase of Class A Common Stock
|
8,523
|
08/07/2014
|
Purchase of Class A Common Stock
|
15,000
|
08/19/2014
|
Purchase of Class A Common Stock
|
600
|
08/20/2014
|
Purchase of Class A Common Stock
|
250
|
08/21/2014
|
Purchase of Class A Common Stock
|
5,249
|
08/25/2014
|
Purchase of Class A Common Stock
|
3,901
|
08/26/2014
|
Purchase of Class A Common Stock
|
25,000
|
09/03/2014
|
Purchase of Class A Common Stock
|
9,685
|
09/12/2014
|
Purchase of Class A Common Stock
|
4,341
|
09/15/2014
|
Purchase of Class A Common Stock
|
71,600
|
09/16/2014
|
Purchase of Class A Common Stock
|
11,053
|
09/17/2014
|
Purchase of Class A Common Stock
|
53,050
|
09/18/2014
|
Purchase of Class A Common Stock
|
55,976
|
09/19/2014
|
Purchase of Class A Common Stock
|
17,716
|
09/22/2014
|
Purchase of Class A Common Stock
|
606
|
09/23/2014
|
Purchase of Class A Common Stock
|
20,834
|
09/24/2014
|
Purchase of Class A Common Stock
|
5,139
|
09/25/2014
|
Purchase of Class A Common Stock
|
6,800
|
09/29/2014
|
Purchase of Class A Common Stock
|
18,200
|
09/30/2014
|
Purchase of Class A Common Stock
|
9,500
|
10/01/2014
|
Purchase of Class A Common Stock
|
11,591
|
10/07/2014
|
Sale of Class A Common Stock
|
(1,252)
|
10/22/2014
|
Purchase of Class A Common Stock
|
23,073
|
10/29/2014
|
Purchase of Class A Common Stock
|
7,088
|
10/30/2014
|
Sale of Class A Common Stock
|
(22,500)
|
10/31/2014
|
Purchase of Class A Common Stock
|
11,050
|
11/04/2014
|
Purchase of Class A Common Stock
|
11,450
|
11/05/2014
|
Sale of Class A Common Stock
|
(35,508)
|
11/25/2014
|
Sale of Class A Common Stock
|
(33,141)
|
11/26/2014
|
Sale of Class A Common Stock
|
(31,402)
|
12/02/2014
|
Sale of Class A Common Stock
|
(72,300)
|
12/03/2014
|
Sale of Class A Common Stock
|
(34,108)
|
12/04/2014
|
Sale of Class A Common Stock
|
(65,000)
|
12/05/2014
|
Sale of Class A Common Stock
|
(59,500)
|
12/08/2014
|
Sale of Class A Common Stock
|
(94,041)
|
12/09/2014
|
Sale of Class A Common Stock
|
(42,398)
|
12/10/2014
|
Sale of Class A Common Stock
|
(24,953)
|
12/11/2014
|
Sale of Class A Common Stock
|
(80,358)
|
12/16/2014
|
Sale of Class A Common Stock
|
(9,743)
|
12/17/2014
|
Sale of Class A Common Stock
|
(34,107)
|
12/18/2014
|
Sale of Class A Common Stock
|
(5,500)
|
12/19/2014
|
Sale of Class A Common Stock
|
(2,941)
|
12/22/2014
|
Sale of Class A Common Stock
|
(5,012)
|
03/31/2014
|
Sale of Class A Common Stock
|
(30,337)
|
04/10/2014
|
Sale of Class A Common Stock
|
(3,412)
|
04/11/2014
|
Sale of Class A Common Stock
|
(5,889)
|
04/16/2014
|
Sale of Class A Common Stock
|
(3,569)
|
04/17/2014
|
Sale of Class A Common Stock
|
(2,498)
|
04/02/2014
|
Sale of Class A Common Stock
|
(856)
|
04/04/2014
|
Sale of Class A Common Stock
|
(3,926)
|
04/08/2014
|
Sale of Class A Common Stock
|
(4,283)
|
04/09/2014
|
Sale of Class A Common Stock
|
(1,542)
|
05/01/2014
|
Sale of Class A Common Stock
|
(8,610)
|
05/13/2014
|
Sale of Class A Common Stock
|
(13,519)
|
05/19/2014
|
Sale of Class A Common Stock
|
(6,904)
|
05/21/2014
|
Purchase of Class A Common Stock
|
82
|
06/30/2014
|
Sale of Class A Common Stock
|
(8)
|
07/01/2014
|
Sale of Class A Common Stock
|
(72)
|
07/24/2014
|
Sale of Class A Common Stock
|
(7,118)
|
07/25/2014
|
Sale of Class A Common Stock
|
(67)
|
03/31/2014
|
Sale of Class A Common Stock
|
(366)
|
04/10/2014
|
Sale of Class A Common Stock
|
(41)
|
04/11/2014
|
Sale of Class A Common Stock
|
(71)
|
04/16/2014
|
Sale of Class A Common Stock
|
(43)
|
04/17/2014
|
Sale of Class A Common Stock
|
(30)
|
04/02/2014
|
Sale of Class A Common Stock
|
(11)
|
04/04/2014
|
Sale of Class A Common Stock
|
(47)
|
04/08/2014
|
Sale of Class A Common Stock
|
(52)
|
04/09/2014
|
Sale of Class A Common Stock
|
(17)
|
05/01/2014
|
Purchase of Class A Common Stock
|
15
|
05/01/2014
|
Sale of Class A Common Stock
|
(108)
|
05/13/2014
|
Sale of Class A Common Stock
|
(170)
|
05/19/2014
|
Sale of Class A Common Stock
|
(86)
|
05/21/2014
|
Sale of Class A Common Stock
|
(89)
|
06/30/2014
|
Purchase of Class A Common Stock
|
29,440
|
02/17/2015
|
Purchase of Class A Common Stock
|
44,987
|
02/18/2015
|
Purchase of Class A Common Stock
|
13,197
|
02/27/2015
|
Purchase of Class A Common Stock
|
1,200
|
03/02/2015
|
Purchase of Class A Common Stock
|
3,176
|
03/03/2015
|
Purchase of Class A Common Stock
|
45,000
|
01/11/2016
|
Purchase of Class A Common Stock
|
10,000
|
01/25/2016
|
Purchase of Class A Common Stock
|
7,500
|
01/25/2016
|
Purchase of Class A Common Stock
|
4,000
|
03/07/2016
|
Purchase of Class A Common Stock
|
2,000
|
01/25/2016
|
Purchase of Class A Common Stock
|
93
|
02/22/2016
|
Purchase of Class A Common Stock
|
1,957
|
02/22/2016
|
|
·
|
each stockholder known by us to be the beneficial owner of more than 5% of either class of our common stock;
|
|
·
|
each of our directors or director nominees;
|
|
·
|
each of our named executive officers; and
|
|
·
|
all of our directors and executive officers as a group.
|
Name and Address of Beneficial Owner
|
Class A Common Stock Shares
|
% of Total Voting Power
|
Directors and Named Executive Officers
|
||
Steven W. Streit (1)
|
4,257,697
|
8.3%
|
Mark Shifke (2)
|
724,725
|
1.4%
|
Michael J. Moritz (3)
|
317,799
|
*
|
Konstantinos Sgoutas (4)
|
313,010
|
*
|
Timothy R. Greenleaf (5)
|
269,134
|
*
|
Kenneth C. Aldrich (6)
|
243,860
|
*
|
Lewis B. Goodwin (7)
|
149,604
|
*
|
Kuan Archer (8)
|
88,474
|
*
|
Grace T. Wang (9)†
|
71,402
|
*
|
Glinda Bridgforth Hodges (10)
|
36,420
|
*
|
Mary J. Dent (11)
|
25,911
|
*
|
George T. Shaheen (12)
|
25,911
|
*
|
J. Chris Brewster
|
—
|
*
|
Rajeev V. Date
|
—
|
*
|
William I. Jacobs
|
—
|
*
|
All current directors and executive officers as a group (15 persons) (13)
|
6,752,898
|
12.7%
|
5% Stockholders
|
||
Harvest Capital Strategies LLC (14)
|
4,597,000
|
9.1%
|
BlackRock, Inc. (15)
|
4,305,704
|
8.5%
|
Vanguard Group, Inc. (16)
|
3,197,781
|
6.3%
|
Fidelity Management & Research Company (17)
|
2,650,000
|
*
|
Represents beneficial ownership of less than 1% of our outstanding shares of Class A common stock.
|
(1)
|
Represents 3,518,355 shares held by the Steven W. Streit Family Trust DTD 9/30/2005, of which Mr. Streit is the trustee, 25,757 shares held by his dependent children, 66,585 shares held by Mr. Streit and 647,000 shares subject to options held by Mr. Streit that are exercisable within 60 days of March 31, 2016.
|
(2)
|
Represents 673,127 shares held by Mr. Shifke and 51,598 shares subject to options and RSUs held by Mr. Shifke that are exercisable or vest, as the case may be, within 60 days of March 31, 2016.
|
(3)
|
Represents 317,799 shares of Class A common stock held by Mr. Moritz. Does not include shares held by Sequoia Capital Franchise Fund, L.P. and Sequoia Capital Franchise Partners, L.P. Mr. Moritz may be deemed to have shared voting and investment power with respect to the shares held by Sequoia Capital Franchise entities. Mr. Moritz expressly disclaims any such beneficial ownership. The address for Mr. Moritz and each of these entities is 2800 Sand Hill Road, Suite 101, Menlo Park, California 94025.
|
(4)
|
Represents 22,015 shares held by Mr. Sgoutas and 290,995 shares subject to options held by Mr. Sgoutas that are exercisable within 60 days of March 31, 2016.
|
(5)
|
Represents 219,954 shares held by the Greenleaf Family Trust DTD May 16, 1999, of which Mr. Greenleaf is the trustee, 10,862 shares held by Mr. Greenleaf and 38,318 shares subject to options and RSUs held by Mr. Greenleaf that are exercisable or vest, as the case may be, within 60 days of March 31, 2016.
|
(6)
|
Represents 200,000 shares held by YKA Partners Ltd., of which Mr. Aldrich is the agent of the general partner, 5,542 shares held by Mr. Aldrich and 38,318 shares subject to options and RSUs held by Mr. Aldrich that are exercisable or vest, as the case may be, within 60 days of March 31, 2016.
|
(7)
|
Represents 14,180 shares held by Mr. Goodwin and 135,424 shares subject to options and RSUs held by Mr. Goodwin that are exercisable or vest, as the case may be, within 60 days of March 31, 2016.
|
(8)
|
Represents 27,700 shares held by Mr. Archer and 60,774 shares subject to options and RSUs held by Mr. Archer that are exercisable or vest, as the case may be, within 60 days of March 31, 2016.
|
(10)
|
Represents 4,403 shares held by Ms. Bridgforth Hodges and 32,017 shares subject to options and RSUs held by Ms. Bridgforth Hodges that are exercisable or vest, as the case may be, within 60 days of March 31, 2016.
|
(11)
|
Represents 2,826 shares held by Ms. Dent and 23,085 shares subject to options and RSUs held by Ms. Dent that are exercisable or vest, as the case may be, within 60 days of March 31, 2016.
|
(12)
|
Represents 2,826 shares held by Mr. Shaheen and 23,085 shares subject to options and RSUs held by Mr. Shaheen that are exercisable or vest, as the case may be, within 60 days of March 31, 2016.
|
(13)
|
Includes shares subject to options held by all executive officers as a group that are exercisable within 60 days of March 31, 2016.
|
(14)
|
Based solely on the information set forth in a Schedule 13D originally filed by Harvest Capital Strategies LLC on January 26, 2016, as amended through March 31, 2016. Harvest Capital Strategies LLC reported that, as of March 31, 2016, Jeffrey Osher, Harvest’s managing director, had sole voting and dispositive power over 4,597,000 shares, including shares underlying options exercisable within 60 days of such date. The principal business address of Harvest Capital Strategies LLC is 600 Montgomery Street, Suite 1700, San Francisco, CA 94111.
|
(15)
|
Based solely on the information set forth in a Schedule 13G filed by BlackRock Inc. on February 11, 2016. BlackRock Inc. reported that, as of December 31, 2015, it had sole voting over 4,220,400 shares and dispositive power over 4,305,704 shares. The principal business address of BlackRock Inc. is 55 East 52nd Street, New York, NY 10022.
|
(16)
|
Based solely on the information set forth in a Schedule 13G filed by The Vanguard Group on February 8, 2016. The Vanguard Group reported that, as of December 31, 2015, it had sole voting over 56,907 shares and dispositive power over 3,197,781 shares. The principal business address of the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
(17)
|
Based solely on the information set forth in a Schedule 13G filed by FMR LLC on February 12, 2016. FMR LLC reported that as of December 31, 2015, it had sole voting over 250,000 shares and dispositive power over 2,650,000 shares. The principal business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
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●
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SIGNING the enclosed GREEN proxy card;
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|
●
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DATING the enclosed GREEN proxy card; and
|
|
●
|
MAILING the enclosed GREEN proxy card TODAY in the envelope provided (no postage is required if mailed in the United States).
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If you have any questions, require assistance in voting your GREEN proxy card,
or need additional copies of Harvest’s proxy materials,
please contact Okapi Partners at the phone numbers or email listed below.
OKAPI PARTNERS LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
(212) 297-0720
Shareholders Call Toll-Free at: 855-208-8903
E-mail: info@okapipartners.com
|
1.
|
Harvest’s proposal to elect Saturnino Fanlo, George W. Gresham, and Philip B. Livingston as Class III directors of the Company.
|
FOR ALL
NOMINEES
|
WITHHOLD
AUTHORITY TO
VOTE FOR ALL
NOMINEES
|