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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 22.495 | (3) | 10/19/2031 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 26.94 | (4) | 08/25/2032 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SOLOWAY RICHARD 333 BAYVIEW AVENUE AMITYVILLE, NY 11701 |
X | Pres, CEO, Chairman, Secy | ||
| /s/ Richard Soloway | 04/08/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to a Registration Statement on Form S-3 that became effective on March 5, 2024 and the exercise by the underwriters of an option to purchase additional shares pursuant to an underwriting agreement dated March 5, 2024, Mr. Soloway sold 50,000 shares of common stock of the Issuer. The shares were sold at a public offering price of $40.75 per share and Mr. Soloway paid an underwriting discount and commission of $1.01875 per share, resulting in a net price of $39.73125 per share. |
| (2) | Mr. Soloway is a party to a Lock-Up Agreement with the underwriters identified therein pursuant to which he has agreed that, subject to certain exceptions as provided for in the Lock-Up Agreement, he will not dispose of his shares of the Issuer for a period of 180 days from March 5, 2024. |
| (3) | Exercisable, cumulatively, at 20% per year commencing October 19, 2021. |
| (4) | Exercisable, cumulatively, at 20% per year commencing August 25, 2022. |