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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DOUGLAS KEVIN 300A DRAKES LANDING RD., STE 200 GREENBRAE, CA 94904 |
X | X | 13(d)(3) group | |
| DOUGLAS FAMILY TRUST 300A DRAKES LANDING RD., STE 200 GREENBRAE, CA 94904 |
13(d)(3) group | |||
| DOUGLAS JAMES E III 300A DRAKES LANDING RD., STE 200 GREENBRAE, CA 94904 |
13(d)(3) group | |||
| CELTIC FINANCIAL LLC 300A DRAKES LANDING RD., STE 200 GREENBRAE, CA 94904 |
13(d)(3) group | |||
| /s/ Eileen Wheatman, attorney in fact for Kevin Douglas | 06/10/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Eileen Wheatman, attorney in fact for Douglas Family Trust | 06/10/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Eileen Wheatman, attorney in fact for James E. Douglas III | 06/10/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Eileen Wheatman, attorney in fact for Celtic Financial, LLC | 06/10/2024 | |
| **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) | These securities are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas. |
| (2) | Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person. |
| (3) | Includes 62,652 shares held by an intentionally defective grantor trust (the "KGD IDGT"). Kevin Douglas, as the settlor of the KGD IDGT, has the right to substitute property of equivalent value in return for the shares held by the KGD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the KGD IDGT. |
| (4) | Includes 62,652 shares held by an intentionally defective grantor trust (the "MMD IDGT"). Michelle Douglas, as the settlor of the MMD IDGT, has the right to substitute property of equivalent value in return for the shares held by the MMD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the MMD IDGT. |
| (5) | These securities are held directly by the Irrevocable Descendants' Trust FBO Alexander James Douglas and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the Irrevocable Descendants' Trust FBO Alexander James Douglas. |
| (6) | These securities are held directly by the Irrevocable Descendants' Trust FBO Amanda Anne Douglas and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the Irrevocable Descendants' Trust FBO Amanda Anne Douglas. |
| (7) | These securities are held directly by the Irrevocable Descendants' Trust FBO Jake Edward Douglas and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the Irrevocable Descendants' Trust FBO Jake Edward Douglas. |
| (8) | These securities are held directly by the Irrevocable Descendants' Trust FBO Summer Jean Douglas and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the Irrevocable Descendants' Trust FBO Summer Jean Douglas. |
| (9) | These shares are held directly by James E. Douglas, III and indirectly by Kevin Douglas. |
| (10) | These securities are held directly by Celtic Financial, LLC and indirectly by Kevin Douglas. |
| (11) | Reflects the transfer on September 14, 2023 of 646,111 shares from the James Douglas and Jean Douglas Irrevocable Descendants' Trust, distributed, pursuant to the terms thereof, to the Irrevocable Descendants' Trust FBO Alexander James Douglas, 646,110 shares to the Irrevocable Descendants' Trust FBO Amanda Anne Douglas, 646,110 shares to the Irrevocable Descendants' Trust FBO Jake Edward Douglas, and 646,110 shares to the Irrevocable Descendants' Trust FBO Summer Jean Douglas, which trusts were established under the agreement for the James Douglas and Jean Douglas Irrevocable Descendants' Trust. |
| (12) | (Continued from footnote 11) Such distributions by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and acquisitions by the Irrevocable Descendants' Trust FBO Alexander James Douglas, the Irrevocable Descendants' Trust FBO Amanda Anne Douglas, the Irrevocable Descendants' Trust FBO Jake Edward Douglas, and the Irrevocable Descendants' Trust FBO Summer Jean Douglas were exempt under Rule 16a-13. Kevin Douglas was the beneficial owner of the shares distributed both before and after the transaction. |
| (13) | These securities are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. Kevin Douglas is the trustee of the Douglas Family Trust. |
| (14) | Restricted stock units granted to Kevin Douglas which were vested on the date of grant. |